Pledge. To secure the Obligations and for the purposes set forth in Section 1, each Pledgor hereby: (i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor; (ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interests, as the case may be, or such other instruments of transfer as are acceptable to the Pledgee; (iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of such Pledgor's right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities), to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement; (iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation: (a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests; (b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests; (d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise; (e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; (f) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (g) to the extent not otherwise included, all proceeds of any or all of the foregoing.
Appears in 1 contract
Pledge. To secure the Obligations and for the purposes set forth in Section 1Pledgor hereby pledges, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereofhypothecates, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interests, as the case may be, or such other instruments of transfer as are acceptable to the Pledgee;
(iii) assigns, transfers, hypothecates, mortgages, charges and sets over and delivers unto Nx, and grants to Nx a security interest in, (a) any and all shares of Nx capital stock that Pledgor now owns, in excess of 34,428 shares of Nx capital stock, or which Pledgor may receive as a result of exercise of the Options (defined below), (b) any shares of Nx capital stock received by Pledgor pursuant to the Pledgee Settlement Agreement among Nx, Pledgor, and certain other persons dated December 29, 2000 (the "Settlement Agreement"), (together with stock described in this Section 1, clause (a), the "Shares"), (c) any and all rights to acquire Nx capital stock pursuant to options now held by the Pledgor or received by Pledgor pursuant to the Settlement Agreement, to the fullest extent provided by law (the "Options"), and (d) subject to the terms of this Agreement, any and all other property acquired upon transfer of any of the property described in the preceding clauses (a), (b) and (c), but excluding an property acquired upon transfer or in respect of, including by dividend, pursuant to capital restructuring or pursuant to the Settlement Agreement, the 34,428 shares of Nx capital stock excluded from clause (a) above (all of the foregoing property described in this sentence being the "Collateral"), in order to secure all obligations of Pledgor under the Note. To the extent that Pledgor holds Options to acquire capital stock of Nx, then upon exercise of such options from time to time Pledgor shall pay to Nx one-half of the proceeds of the sale of such stock to pay amounts due under the Note. Further, without limiting the provisions of other sections of this Agreement, from time to time, within 2 business days of a request of Pledgor's right, title and interest Nx will release certificates representing the Shares to the transfer agent for Nx' common stock to enable Pledgor to transfer such Shares, provided that any proceeds of such transfer, other than as provided in and the previous sentence, shall be delivered to Nx to pay amounts due under the Note (or if such Securities (and in and to all certificates or instruments evidencing such Securities)proceeds are not cash, to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance Collateral hereunder). Unless proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC such transfer are used to make determinationspay the Note off in full, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing no such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or transfer shall be made except in exchange for any or all thereof; and
(g) property having a fair market value at least equal to the extent Collateral to be transferred. In the event that certificates representing shares are not otherwise includedreleased and sent via overnight mail to Pledgor within 5 business days of Pledgor's request for such certificates (the "Determination Date"), all proceeds Nx will indemnify Pledgor for any diminution in value of any or all of such shares from the foregoingDetermination Date to the date that Pledgor actually receives such certificates.
Appears in 1 contract
Pledge. To secure Subject to the Obligations and last paragraph of Section 3.01(a), as security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable the Obligations, each Pledgor hereby (except in the case of ULC Interests) assigns and pledges to the Pledgee;
(iii) Collateral Agent, its successors and permitted assigns, transfersfor the ratable benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor's ’s right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitationunder:
(a) the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock shall be listed on Schedule III) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the capital thereof “Pledged Stock”); provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and its outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interests of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests not pledged as security for the First-Priority Lien Obligations, (iv) any Equity Interests in a person acquired after the Closing Date in accordance with the Credit Agreement if, and to the extent that, (A) with respect to contractual obligations, such Equity Interests constitute less than 100% of all applicable Equity Interests of such person and the persons holding the remainder of such Equity Interests are not Affiliates, (B) granting a security interest in all profitssuch Equity Interests would violate applicable law or a contractual obligation binding on such Equity Interests and (C) with respect to contractual obligations, losses such obligation existed at the time of the acquisition of such Equity Interests and other distributions was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such person, (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary of Holdings, (vi) any Designated Securities or (vii) any Equity Interests, whether now owned or hereafter acquired, that constitute Excluded Property or otherwise with respect to which such Pledgor shall at any time the Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement need not be entitled in respect satisfied by reason of such Partnership Interests and/or Membership InterestsSection 5.10(f) of the Credit Agreement;
(b) all other payments due or (i) the debt securities currently issued to become due any Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed on Schedule III), (ii) any debt obligations in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations (the “Pledged Debt Securities” and, together with the property described in clauses (b)(i) and (ii) above, the “Pledged Debt”); provided that the Pledged Debt shall exclude (1) the Japanese Intercompany Notes, (2) any debt obligations or instruments not pledged as security for the First-Priority Lien Obligations, (3) any Designated Securities and (4) any debt obligations or securities that constitute Excluded Property or otherwise with respect to which the Collateral and Guarantee Requirement or the other paragraphs of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwiseSection 5.10 of the Credit Agreement need not be satisfied by reason of Section 5.10(f) of the Credit Agreement;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law subject to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 2.05, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereofother proceeds received in respect of the Pledged Stock and the Pledged Debt;
(d) subject to Section 2.05, all rights and privileges of such Pledgor with respect to the Pledged Stock, Pledged Debt and other property referred to in clause (c) above; and
(ge) to the extent not otherwise included, all proceeds of any or all of the foregoingforegoing (the Pledged Stock, Pledged Debt and other property referred to in clauses (c) through (e) being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Collateral Agreement (Momentive Performance Materials Inc.)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants payment and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable the Obligations, each Pledgor hereby pledges and grants to the Pledgee;
(iii) Collateral Agent, its successors and assigns, transfersfor the ratable benefit of the Secured Parties, hypothecates, mortgages, charges and sets over to the Pledgee a security interest in all of such Pledgor's right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
under (a) all the shares of capital thereof stock owned by it and its interest listed on Schedule II hereto and any shares of capital stock of the Borrower or any Subsidiary obtained in all profits, losses and other distributions to which the future by such Pledgor and the certificates representing all such shares (the "Pledged Stock"); provided that the Pledged Stock shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
not include (bi) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, more than 65% of the Pledgor against issued and outstanding shares of stock of any Pledged Partnership and any Pledged LLC for moneys loaned Foreign Subsidiary or advanced, for services rendered or otherwise;
(eii) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at to the extent that applicable law to exercise and enforce every right, power, remedy, authority, option and privilege requires that a Subsidiary of such Pledgor relating to issue directors' qualifying shares, such qualifying shares; (b)
(i) the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in debt securities listed opposite the name of such Pledgor on Schedule II hereto, (ii) any debt securities in respect of any Partnership Interests or Membership Interests the future issued to such Pledgor and (iii) the promissory notes and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of evidencing such debt securities (the foregoing;
"Pledged Debt Securities"); (fc) all other property hereafter that may be delivered in substitution for or in addition to any of and held by the foregoingCollateral Agent pursuant to the terms hereof; (d) subject to Section 5, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or upon the conversion of the securities referred to in clauses (a) and (b) above; (e) subject to Section 5, all thereof; and
(g) rights and privileges of the Pledgor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to the Collateral Agent, (a) any Pledged Stock, Pledged Debt Securities or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Pledge Agreement (J Crew Group Inc)
Pledge. To secure the Obligations and (a) As security for the purposes set forth in Section 1full and prompt performance of all Obligations, each Pledgor hereby:
(i) hereby collaterally assigns, pledges and grants and pledges to the Pledgee a security interest to Bank in all of the Collateral owned by such Pledgor;
(iiShares and to the extent stock certificate(s) pledges and deposits as security with exist for the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and applicable Shares delivers to the Pledgee certificates or instruments thereforBank such stock certificate(s), duly endorsed in blank or together with duly executed stock assignment(s) in favor of Bank, representing such applicable Shares (the “Collateral”), and grants to Bank a security interest in the case of Notes Collateral, together with whatever is receivable or received when the Collateral or proceeds thereof are sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and accompanied by undated all proceeds thereof, dividends and distributions thereon, additions thereto and substitutions therefor, including all new or substituted or additional shares, other securities, cash or other properties distributed with respect to the foregoing stock or other powers duly executed in blank by such Pledgor securities subject to this Agreement, whether as a result of merger, consolidation, dissolution, reorganization, recapitalization, interest payment, stock split, stock dividend, other dividend or distribution, reclassification, redemption or any other change declared or made in the case capital structure of Stock, Partnership Interests or Membership Interests, as the case may beissuer of any of the Pledged Equity, or such other instruments of transfer as are acceptable to otherwise (collectively, the Pledgee;
(iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of such Pledgor's right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities“Proceeds”), such Proceeds to be held by Bank in the Pledgeesame manner as the property originally pledged hereunder, upon except as otherwise provided in Section 2. The Collateral and the Proceeds are herein collectively referred to as the “Pledged Collateral.”
(b) Upon any Pledgor’s acquisition of any additional shares of capital stock or other securities of any issuer of Pledged Equity, such Pledgor shall execute and deliver a Supplement to Pledge Agreement, substantially in the form of Exhibit B, and to the extent stock certificate(s) exist for such additional Pledged Equity, deliver to Bank such stock certificates, duly endorsed in blank or together with duly executed stock assignments in favor of Bank, representing such shares or other securities required to maintain the pledge of the outstanding securities of the issuing entity, which shall thereupon become Collateral for purposes of this Agreement.
(c) All certificates or instruments representing or evidencing the Pledged Collateral shall be delivered to and held by Bank pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Bank. Bank shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations.
(d) To the extent required by the terms and conditions set forth governing the Shares, the applicable Pledgor shall cause the books of each entity whose Shares are part of the Pledged Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default, Bank may effect the transfer of any securities included in this Pledge Agreement;
the Pledged Collateral (iv) grants, pledges, assigns and transfers including but not limited to the Pledgee all Shares) into the name of Bank and cause new certificates representing such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions securities to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and issued in the name of Bank or its transferee. Each Pledgor will execute and deliver such Pledgor documents, and take or cause to be taken such actions, as Bank may reasonably request to perfect or continue the perfection of Bank’s security interest in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(g) to the extent not otherwise included, all proceeds of any or all of the foregoingShares.
Appears in 1 contract
Sources: Pledge Agreement (Apex Technology Acquisition Corp)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable the Obligations, each Grantor hereby assigns and pledges to the Pledgee;
(iii) Administrative Agent, its successors and assigns, transfersfor the benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Pledgor's Grantor’s right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to be held by and under (a)(i) the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all shares of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses stock and other distributions to which such Pledgor shall Equity Interests now owned or at any time be entitled in respect hereafter acquired by such Grantor, including those set forth opposite the name of such Partnership Grantor on Schedule IV, and (ii) all certificates and any other instruments representing all such Equity Interests and/or Membership (collectively, the “Pledged Equity Interests;
”); provided that the Pledged Equity Interests shall not include (A) 66 % or more of the issued and outstanding voting Equity Interests of any CFC; (B) any Equity Interests if, to the extent, and for so long as, the grant of a Lien thereon to secure the Obligations is prohibited by any Requirements of Law (other than to the extent that any such prohibition would be rendered ineffective pursuant to the New York UCC or any other applicable Requirements of Law); provided that such Equity Interest shall cease to be an Excluded Equity Interest at such time as such prohibition ceases to be in effect; (C) Equity Interests in any Person other than wholly owned Subsidiaries of the Borrower and the Subsidiaries to the extent, and for so long as, not permitted by the terms of such Subsidiary’s organizational or joint venture documents; provided that such Equity Interest shall cease to be an Excluded Equity Interest at such time as such prohibition ceases to be in effect; (D) Equity Interests of NCR Middle East Limited so long as, and only to the extent that, the pledge of such Equity Interests would result in a change of control default under the existing contract to which NCR Middle East Limited is a party on the Effective Date, as disclosed to the Administrative Agent; provided that such Equity Interest shall cease to be an Excluded Equity Interest at such time as such prohibition ceases to be in effect; (E) Equity Interests if and for so long as they are Principal Property Collateral pledged under the Pledge Agreement; or (F) any Equity Interest if, to the extent, and for so long as, the Administrative Agent and the Borrower shall have agreed in writing to treat such Equity Interest as an Excluded Equity Interest on account of the cost of pledging such Equity Interest hereunder (taking into account any adverse tax consequences to the Borrower and the Subsidiaries (including the imposition of withholding or other material taxes)) being excessive in view of the benefits to be obtained by the Lenders therefrom (the Equity Interests excluded pursuant to clauses (A) through (F) above being referred to as the “Excluded Equity Interests”); (b) all other payments due or property that may be delivered to become due and held by the Administrative Agent pursuant to such Pledgor in respect the terms of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
this Section 3.01 and Section 3.02; (c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law subject to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 3.06, all certificates and instruments representing or evidencing such other property and all dividends, cash, securities, interest, dividends, rights instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereofother Proceeds received in respect of, the securities referred to in clause (a) above; and
(gd) subject to Section 3.06, all rights and privileges of such Grantor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds Proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Collateral”).
Appears in 1 contract
Sources: Credit Agreement (NCR Corp)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable the Secured Obligations, each Pledgor hereby grants to the Pledgee;
(iii) Collateral Agent, its successors and assigns, transfersfor the benefit of (i) the U.S. Administrative Agent for the ratable benefit of the U.S. Credit Parties and (ii) the Euro Administrative Agent for the ratable benefit of the Euro Credit Parties, hypothecates, mortgages, charges and sets over to the Pledgee a security interest in all of such Pledgor's ’s right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitationunder:
(a) 2.1 all the shares of capital thereof and its interest in all profitsstock, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreementinterests, limited liability company agreement membership interests and other equity interests owned by such Pledgor, or otherwisein which such Pledgor now has or may acquire in the future any right, title or interest, including, in any event in each entity designated as an “Issuer” on Schedule II hereto (each such entity, an “Issuer”), and any shares of capital stock, partnership interests, limited liability company membership interests or other equity interests obtained in the future by such Pledgor, whether as contractual obligations, damages, insurance proceeds owned beneficially or otherwise;
(c) all of its claims, rights, powers, privileges, authority, optionsrecord and whether by ownership, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law claim or otherwise and the stock certificates or other security certificates (as defined in respect of the UCC) representing all such Partnership Interests and/or Membership Interestsshares, membership interests or other equity interests (collectively, the “Pledged Securities”); provided that, the Pledged Securities shall not include any Excluded Assets;
(d) 2.2 all present and future claimsdividends, if anydistributions, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights instruments and other property at any time and from time to time received, receivable or otherwise distributed or distributable, in respect of or of, in exchange for any for, or upon conversion of, the Pledged Securities referred to in clause 2.1 above;
2.3 all thereofrights and privileges of such Pledgor with respect to the property referred to in clause 2.1 and 2.2 above; and
(g) to the extent not otherwise included, 2.4 all proceeds of any of the foregoing, including whatever is receivable or received when any of the foregoing is sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and including, without limitation, proceeds of any indemnity or guaranty payable to any Pledgors or the Collateral Agent from time to time with respect to any of the Pledged Collateral (the items referred to in clauses 2.1 through 2.3 being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of (i) the U.S. Administrative Agent for the ratable benefit of the U.S. Credit Parties and (ii) the Euro Administrative Agent for the ratable benefit of the Euro Credit Parties, until (x) all of the foregoingSecured Obligations (other than contingent indemnification obligations for which claims have not yet been asserted) have been indefeasibly paid in full in cash or otherwise satisfied or (y) the termination or release in accordance with Section 11 hereof; subject, however, to the terms, covenants and conditions hereinafter set forth. Upon delivery to the Collateral Agent pursuant to Section 3 of this Agreement, all stock certificates or other securities now or hereafter included in the Pledged Securities required to be delivered to the Collateral Agent shall be accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request to ensure validity and perfection of the security interest granted hereunder. Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall supplement Schedule II attached hereto and made a part hereof.
Appears in 1 contract
Sources: Credit Agreement (Quiksilver Inc)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable its Note Obligations, each Pledgor hereby assigns and pledges to the Pledgee;
(iii) Collateral Agent, its successors and permitted assigns, transfersfor the ratable benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor's ’s right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
under (a) all the capital thereof Equity Interests directly owned by it (including those listed on Schedule II) and its interest any other Equity Interests obtained in all profits, losses and other distributions to which the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
not include (bi) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(cA) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, more than 65% of the Pledgor against issued and outstanding voting Equity Interests of any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of “first tier” Foreign Subsidiary directly owned by such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise , (B) more than 65% of the issued and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership outstanding voting Equity Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership “first tier” CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, and (D) any issued and outstanding Equity Interests or Membership Interests and of any Pledged Partnership and any Pledged LLC to make determinationsCFC Holding Company that is not a “first tier” CFC Holding Company, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(gii) to the extent not otherwise includedapplicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, all proceeds such shares or nominee or other similar shares, (iii) any Equity Interests of any or all a Subsidiary to the extent that, as of the foregoing.Closing Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests, or (iv) any Equity Interests of a person that is not directly or indirectly a Subsidiary, as to which Article 4 shall apply; (b)
Appears in 1 contract
Sources: Indenture (Verso Paper Corp.)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable the Secured Obligations, each Grantor hereby collaterally assigns and pledges to the Pledgee;
(iii) Administrative Agent, its permitted successors and assigns, transfersfor the benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Administrative Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Pledgor's Grantor’s right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLCunder, in each case whether now owned or hereafter acquired by such Grantor or in which such Grantor now has or in the future may acquire any right, title or interest (a)(i) the shares of capital stock and other Equity Interests owned by such Grantor, including, without limitation:
in any event, those listed opposite the name of such Grantor on Schedule I hereto, (aii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates or other instruments representing all such Equity Interests (if any) together with all stock powers or other instruments of transfer with respect thereto; (clauses (i), (ii) and (iii), collectively, the “Pledged Equity Interests”); provided that the Pledged Equity Interests and the Pledged Collateral shall not include (A) Equity Interests of any Person (other than a Wholly Owned Subsidiary), to the extent not permitted or restricted by the terms of such Person’s organizational or joint venture documents or other agreements with holders of such Equity Interests; provided that such Equity Interest shall cease to be an Excluded Equity Interest (as defined below) at such time as such prohibition ceases to be in effect, (B) Equity Interests constituting an amount greater than 65% of the voting Equity Interests of any Foreign Subsidiary, (C) Equity Interests of any Subsidiary that are held by a Foreign Subsidiary, (D) any Equity Interest with respect to which Borrower has reasonably determined, the pledge of such Equity Interest hereunder would result in material adverse Tax consequences to Holdings and its Affiliates, including the imposition of withholding or other material Taxes, (E) any Equity Interest if, to the extent and for so long as the pledge of such Equity Interest hereunder is prohibited by any applicable Requirements of Law (other than to the extent that any such prohibition would be rendered ineffective pursuant to the UCC or any other applicable Requirements of Law); provided that such Equity Interest shall cease to be an Excluded Equity Interest at such time as such prohibition ceases to be in effect, (F) any Equity Interest that the Borrower and the Administrative Agent shall have agreed in writing to treat as an Excluded Equity Interest for purposes hereof on account of the cost of pledging such Equity Interest hereunder (including any material adverse Tax consequences to Holdings and its Affiliates resulting therefrom) being excessive in view of the benefits to be obtained by the Secured Parties therefrom, (G) any Equity Interests issued by a joint venture, to the extent, and for so long as, a grant of a security interest therein hereunder would violate (x) the provisions of the organizational documents relating to such joint venture or (y) the provisions of Indebtedness of such joint venture secured by a lien on such Equity Interests, to the extent such Indebtedness and lien is permitted under the Credit Agreement and (H) any Equity Interests issued by an Unrestricted Subsidiary (the Equity Interests excluded pursuant to clauses (A) through (H) above being referred to as the “Excluded Equity Interests”; provided, however, that notwithstanding the foregoing items (A) through (H), Excluded Equity Interests shall not include the percentage amount of any stock or equity interests listed under the heading “Percentage of Equity Interest Pledged” for such corresponding stock or equity interest in Schedule I hereto); (b)(i) all Indebtedness from time to time owned by such Grantor, including, in any event, Indebtedness listed opposite the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect name of such Partnership Interests and/or Membership Interests;
Grantor on Schedule I hereto, (bii) all Indebtedness in the future issued to or otherwise acquired by such Grantor and (iii) the promissory notes and any other payments due or to become due to instruments evidencing all such Pledgor in respect of such Partnership Interests and/or Membership InterestsIndebtedness (collectively, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of its claims, rights, powers, privileges, authority, options, security interest, liens this Section 2.01 and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
Section 2.02; (d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law subject to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 2.05, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (c) above; (e) subject to Section 2.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of any or all thereof; and
(g) of the foregoing to the extent not otherwise included, all proceeds of any or all of such Proceeds would constitute property referred to in clauses (a) through (e) above (the foregoingitems referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”).
Appears in 1 contract
Sources: Collateral Agreement (Schiff Nutrition International, Inc.)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable its Obligations, each Pledgor hereby pledges to the Pledgee;
(iii) Collateral Agent, its successors and permitted assigns, transfersfor the benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor's ’s right, title and interest in, to and under (a)(i) the Equity Interests directly owned by it (including those Equity Interests listed on Schedule II) and (ii) any other Equity Interests obtained in the future by such Pledgor and, in each case, the certificates representing all such Equity Interests (the foregoing clauses (i) and to such Securities (and in and to all certificates or instruments evidencing such Securitiesii), collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include:
(A) (1) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary that is (x) a CFC or (y) any “first tier” Qualified CFC Holding Company directly owned by a Pledgor or (2) any of the issued and outstanding Equity Interests of (x) any Foreign Subsidiary that is a CFC and that is not a “first tier” Foreign Subsidiary of a Pledgor, (y) any Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary that is a CFC or (z) any Qualified CFC Holding Company that is not a “first tier” Subsidiary of a Loan Party,
(B) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, nominee shares or similar shares which are required by Law to be held by persons other than the PledgeePledgors, upon such qualifying shares, nominee shares or similar shares held by Persons other than Pledgors,
(C) any Equity Interests of any person (other than a Wholly-Owned Domestic Subsidiary that is directly owned by a Pledgor), to the extent restricted or not permitted by the terms of such person’s organizational documents or other agreements with holders of such Equity Interests (so long as such prohibition did not arise as part of the acquisition or formation of such person or in anticipation of the Credit Agreement and conditions set forth other than to the extent that any such prohibition would be rendered ineffective pursuant to the UCC or any other applicable Law); provided that such Equity Interests shall cease to be Excluded Equity Interests at such time as such prohibition ceases to be in this Pledge Agreement;effect,
(ivD) grantsany Equity Interests if, pledges, assigns and transfers to the Pledgee all extent and for so long as the pledge of such Pledgor's Equity Interests hereunder is prohibited or restricted by any applicable Law, including any requirement to obtain consent of any Governmental Authority (xother than to the extent such prohibition would be rendered ineffective under the UCC or any other applicable Law); provided that such Equity Interests shall cease to be Excluded Equity Interests at such time as such prohibition ceases to be in effect,
(E) Partnership any Equity Interests if, to the extent and all for so long as the pledge of such Pledgor's rightEquity Interests hereunder would result in (1) material adverse tax consequences (including, title and interest without limitation, as a result of the operation of Section 956 of the Code or any similar Law or regulation in each Pledged Partnership and any applicable jurisdiction) or (y2) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLCmaterial adverse regulatory consequences, in each case includingas reasonably determined by the Borrower and with the consent of the Administrative Agent (such consent not to be unreasonably withheld, without limitation:delayed or conditioned),
(aF) all any margin stock,
(G) any Equity Interests that the capital thereof Borrower and its interest the Collateral Agent shall have agreed in all profitswriting to treat as Excluded Equity Interests for purposes hereof on account of the cost, losses and other distributions difficulty, burden or consequences of pledging such Equity Interests hereunder being excessive in relation to which such Pledgor shall the benefit to the Secured Parties of the security to be afforded thereby,
(H) any Equity Interests in captive insurance subsidiaries, special purpose entities identified in writing at any time be entitled in respect of such Partnership Interests and/or Membership Interests;by the Borrower to the Collateral Agent and not-for-profit subsidiaries, and
(bI) all other payments due or any Equity Interests in an Unrestricted Subsidiary (any Equity Interests excluded pursuant to become due to such Pledgor in respect of such Partnership Interests and/or Membership clauses (A) through (I) above, the “Excluded Equity Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;”),
(ci) all of its claims, rights, powers, privileges, authority, options, security interest, liens the promissory notes and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, instruments evidencing Indebtedness owned by it as of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
Closing Date (e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in those listed opposite the name of such Pledgor in respect of on Schedule II) and (ii) any Partnership Interests or Membership Interests promissory notes and instruments and any Indebtedness in the future issued to such Pledgor having, an aggregate principal amount in excess of $5.0 million (the foregoing clauses (i) and (ii) collectively, the “Pledged Partnership and any Pledged LLC to make determinationsDebt Securities”), to exercise any election (includingin each case including all interest, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights instruments 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
Pledged Debt Securities (gexcept to the extent otherwise excluded from the Collateral pursuant to this Agreement) but excluding (1) intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of Parent and its Subsidiaries or (2) to the extent not the pledge of such promissory note or instrument would violate applicable law (after giving effect to the relevant anti-assignment provisions of the Uniform Commercial Code), (c) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise includeddistributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clauses (a) and (b) above, (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above, and (e) all proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”) TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth and in each case subject to the last paragraph of Article IV of the Credit Agreement and the Collateral and Guarantee Requirement.
Appears in 1 contract
Sources: Abl Guarantee and Collateral Agreement (Smart & Final Stores, Inc.)
Pledge. To secure Subject to the Obligations terms of the Intercreditor Agreements and the immediately following paragraph, as security for the purposes set forth in Section 1payment or performance when due (whether at the stated maturity, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates acceleration or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsotherwise), as the case may be, or such other instruments in full of transfer as are acceptable its Obligations, each Grantor hereby assigns and pledges to the Pledgee;
(iii) Collateral Agent, its successors and permitted assigns, transfersfor the benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor's Grantor’s right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule II) and any other Equity Interests obtained in the future by such Grantor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Grantor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Grantor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (D) any issued and outstanding Equity Interests of any Qualified CFC Holdings Company that is not a “first tier” Qualified CFC Holding Company or (E) any Equity Interests in NIM Holdings Limited, ▇▇▇▇▇ Plastics Acquisition Corporation II, ▇▇▇▇▇ Plastics Acquisition Corporation XIV, LLC, ▇▇▇▇▇ Plastics Asia Pte. Ltd., or Ociesse s.r.l.; (ii) to the extent applicable law requires that a Subsidiary of such Grantor issue directors’ qualifying shares, such shares or nominee or other similar shares; (iii) any Equity Interests that would not be held by required to be pledged, pursuant to Section 4.15(c) of the PledgeeIndenture, upon the terms and conditions set forth in this Pledge Agreement;
if hereafter acquired, (iv) grants, pledges, assigns and transfers any Equity Interests of a Subsidiary to the Pledgee all extent that, as of the Issue Date, and for so long as, such a pledge of such Pledgor's Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests; (xv) Partnership any Equity Interests of a person that is not directly or indirectly a Subsidiary; and all (vi) any Equity Interests or other securities of any of the Company’s Subsidiaries to the extent that the pledge of such Pledgor's rightsecurities results in the Company’s being required to file separate financial statements of such Subsidiary with the SEC, title but only to the extent necessary not to be subject to such requirement and interest only for so long as such requirement is in existence; (b)
(i) the debt obligations listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor having, in the case of each Pledged Partnership instance of debt securities, an aggregate principal amount in excess of $5.0 million (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Grantor, shall be limited to 65% of the amount outstanding thereunder), and (yiii) Membership Interests the certificates, promissory notes and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and any other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remediesinstruments, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of evidencing such Partnership Interests and/or Membership Interests;
debt securities (dthe “Pledged Debt Securities”); (c) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law subject to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 3.05 hereof, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereofother proceeds received in respect of, the property referred to in clauses (a) and (b) above; and
(gd) subject to Section 3.05 hereof, all rights and privileges of such Grantor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). In addition, notwithstanding anything to the contrary provided herein, in the event that Rule 3-16 of Regulation S-X under the Securities Act and the Exchange Act (or any successor regulation) is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary of the Company due to the fact that such Subsidiary’s securities secure the Obligations, then the securities of such Subsidiary will not be subject to the Liens securing the Obligations and will automatically be deemed not to be part of the Collateral but only to the extent necessary not to be subject to such requirement and only for so long as required to not be subject to the requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the security interests in favor of the Collateral Agent on the Equity Interests or other securities that are so deemed to no longer constitute part of the Collateral for the relevant Obligations. In the event that Rule 3-16 of Regulation S-X under the Securities Act and the Exchange Act (or any successor regulation) is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s securities to secure the Obligations in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then the securities of such Subsidiary will automatically be deemed to be a part of the Collateral but only to the extent permitted to not be subject to any such financial statement requirement. TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreements, the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. To secure supplement the Obligations and for the purposes security interests set forth in Section 1the Interim Order (and, when applicable, the Final Order), as security for the payment and performance, as the case may be, in full of the Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, each Pledgor hereby:
(i) grants and hereby pledges to the Pledgee Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interests, as the case may be, or such other instruments of transfer as are acceptable to the Pledgee;
(iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of such Pledgor's ’s right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
under: (a) all Equity Interests owned by it representing ownership interests in the capital thereof Subsidiaries listed on Schedule II hereto and its interest any Equity Interests representing ownership interests in any Subsidiaries obtained in the future by each Pledgor and all profitsother Securities, losses Securities Entitlements, Securities Accounts and other distributions Investment Property or Financial Asset and the Security Certificates and/or Instruments representing all such Equity Interests (the “Pledged Securities”); provided that the Pledged Securities shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any first tier Foreign Subsidiary, (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors’ qualifying shares, such qualifying shares, (iii) a pledge of a greater percentage of such stock could reasonably be expected to result in material adverse tax consequences to the Company or any of its Subsidiaries as reasonably determined by the Company; (iv) any permit, lease, license, contract, agreement, or other instrument to which any Pledgor is a party to the extent such Pledgor shall at any time be entitled is prohibited from granting a Lien in respect its rights thereunder pursuant to the terms of such Partnership Interests and/or Membership Interests;
permit, lease, license, contract, agreement, or other instrument or under Applicable Law (other than to the extent that any restriction on such assignment would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other Applicable Law, including the Bankruptcy Code or any Order of the Bankruptcy Court entered in connection with the Cases, or principles of equity); provided that the Proceeds from any such lease, license, contract, agreement, or other instrument shall not be excluded from the definition of Collateral to the extent that the assignment of such Proceeds is not prohibited; (v) the Bermuda Shares (as defined in the Security Agreement); and (vi) the joint venture interest owned by ▇▇▇▇▇▇▇▇, Inc. in ▇▇▇▇▇▇ Plaza Associates to the extent ▇▇▇▇▇▇▇▇, Inc. is prohibited from granting a Lien in its rights therein pursuant to the terms of any shareholder or other agreement relating to such joint venture; provided that the Proceeds from such joint venture interest shall not be excluded from the definition of Collateral to the extent that the assignment of such Proceeds is not prohibited; (b) all other payments due or subject to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 5, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed or distributable, in respect of or of, in exchange for any or upon the conversion of the Pledged Securities referred to in clause (a) above; (c) subject to Section 5, all thereof; and
(g) rights and privileges of the Pledgor with respect to the extent not otherwise included, Pledged Securities and other property referred to in clauses (a) and (b) above; and (d) all proceeds Proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Collateral”). Upon delivery to the Collateral Agent, (1) any stock certificates or other Certificated Securities now or hereafter included in the Collateral shall be accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (2) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Superpriority Debtor in Possession Credit Agreement (Great Atlantic & Pacific Tea Co Inc)
Pledge. To secure the Obligations and As security for the purposes set forth payment or performance, as applicable, in Section 1full of the Second-Lien Notes Obligations, each Pledgor hereby:
(i) Grantor hereby grants and pledges to the Pledgee Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereofin, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interests, as the case may be, or such other instruments of transfer as are acceptable to the Pledgee;
(iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of such Pledgor's Grantor’s right, title and interest in in, to and to such Securities under (a) the Equity Interests of any Person owned by it on the date hereof or at any time thereafter acquired by it, and in and to all certificates at any time representing any such Equity Interests, and any other shares, stock certificates, options or instruments evidencing rights of any nature whatsoever in respect of the Equity Interests of any Person that may be issued or granted to, or held by, such SecuritiesGrantor while this Agreement is in effect (collectively, the “Pledged Stock”); provided that the Pledged Stock granted as security for the payment or performance, as applicable, in full of the Second-Lien Notes Obligations of the Company and its Subsidiaries shall not include (i) Excess Exempted Foreign Entity Equity Interests, (ii) the Equity Interests of ▇▇▇ ▇▇▇▇▇▇ Homes, LLC so long as ▇▇▇ ▇▇▇▇▇▇ Homes, LLC constitutes an Inactive Subsidiary, (iii) all Equity Interests in Persons that are not Wholly-Owned Subsidiaries of the Company or any of its Subsidiaries, but only to be held by the Pledgeeextent such Person is, upon or its equity holders are, contractually prohibited from pledging such Equity Interests, provided that, the terms Company or any of its Subsidiaries does not encourage the creation of any contractual prohibitions and conditions set forth in this Pledge Agreement;
(iv) grantsall Equity Interests in Persons created after the date hereof, pledges, assigns and transfers but only to the Pledgee all extent such Person is, or its equity holders are, legally (including pursuant to regulations of a Governmental Authority) prohibited from pledging such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Equity Interests;
; (b) all debt securities and promissory notes held by, or owed to, such Grantor (whether the respective issuer or obligor is the Company, any of its Subsidiaries or any other payments due Person) on the Closing Date or to become due to such Pledgor at any time thereafter, and all securities, promissory notes and any other instruments evidencing the debt securities or promissory notes described above (collectively, the “Pledged Debt”); provided that the Pledged Debt granted as security for the payment or performance, as applicable, in respect full of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether the Second-Lien Notes Obligations of the Company and its Subsidiaries shall not include that certain promissory note listed as contractual obligations, damages, insurance proceeds or otherwise;
item 11 on Schedule 10.04 of the Credit Agreement (as defined in the Intercreditor Agreement); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
this Section 3.01; (d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law subject to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 3.05, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereofother Proceeds received in respect of, the securities referred to in clauses (a), (b) and (c) above; and
(ge) subject to Section 3.05, all rights and privileges of such Grantor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds Proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (e) above and this clause (f) being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Second Lien Notes Collateral Agreement (Walter Energy, Inc.)
Pledge. To secure Subject to the Obligations and last paragraph of Section 3.01(a), as security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable the Obligations, each Pledgor hereby (except in the case of ULC Interests) assigns and pledges to the Pledgee;
(iii) Collateral Agent, its successors and permitted assigns, transfersfor the ratable benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor's ’s right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitationunder:
(a) the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock shall be listed on Schedule III) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the capital thereof “Pledged Stock”); provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and its outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interests of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests in a person acquired after the DIP Closing Date in accordance with the Credit Agreement if, and to the extent that, (A) with respect to contractual obligations, such Equity Interests constitute less than 100% of all applicable Equity Interests of such person and the persons holding the remainder of such Equity Interests are not Affiliates, (B) granting a security interest in all profitssuch Equity Interests would violate applicable law or a contractual obligation binding on such Equity Interests and (C) with respect to contractual obligations, losses such obligation existed at the time of the acquisition of such Equity Interests and other distributions was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such person, (iv) any Equity Interests of a person that is not directly or indirectly a Subsidiary of Holdings, (v) any Designated Securities or (vi) any Equity Interests, whether now owned or hereafter acquired, that constitute Excluded Property or otherwise with respect to which such Pledgor shall at any time the Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement need not be entitled in respect satisfied by reason of such Partnership Interests and/or Membership InterestsSection 5.10(f) of the Credit Agreement;
(b) all other payments due or (i) the debt securities currently issued to become due any Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed on Schedule III), (ii) any debt obligations in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations (the “Pledged Debt Securities” and, together with the property described in clauses (b)(i) and (ii) above, the “Pledged Debt”); provided that the Pledged Debt shall exclude (1) the Japanese Intercompany Notes, (2) any Designated Securities and (3) any debt obligations or securities that constitute Excluded Property or otherwise with respect to which the Collateral and Guarantee Requirement or the other paragraphs of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwiseSection 5.10 of the Credit Agreement need not be satisfied by reason of Section 5.10(f) of the Credit Agreement;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law subject to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 2.05, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereofother proceeds received in respect of the Pledged Stock and the Pledged Debt;
(d) subject to Section 2.05, all rights and privileges of such Pledgor with respect to the Pledged Stock, Pledged Debt and other property referred to in clause (c) above; and
(ge) to the extent not otherwise included, all proceeds of any or all of the foregoingforegoing (the Pledged Stock, Pledged Debt and other property referred to in clauses (c) through (e) being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Collateral Agreement (Momentive Performance Materials Inc.)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable its Obligations, each Pledgor hereby pledges to the Pledgee;
(iii) Collateral Agent, its successors and permitted assigns, transfersfor the ratable benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor's ’s right, title and interest in, to and under (a)(i) the Equity Interests directly owned by it (including those Equity Interests listed on Schedule II) and (ii) any other Equity Interests obtained in the future by such Pledgor and, in each case, the certificates representing all such Equity Interests (the foregoing clauses (i) and to such Securities (and in and to all certificates or instruments evidencing such Securitiesii), collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include:
(A) (1) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary that is (x) a CFC or (y) any “first tier” Qualified CFC Holding Company directly owned by a Pledgor or (2) any of the issued and outstanding Equity Interests of (x) any Foreign Subsidiary that is a CFC and that is not a “first tier” Foreign Subsidiary of a Pledgor, (y) any Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary that is a CFC or (z) any Qualified CFC Holding Company that is not a “first tier” Subsidiary of a Loan Party,
(B) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, nominee shares or similar shares which are required by Law to be held by persons other than the PledgeePledgors, upon such qualifying shares, nominee shares or similar shares held by Persons other than Pledgors,
(C) any Equity Interests of any person (other than a Wholly-Owned Domestic Subsidiary that is directly owned by a Pledgor), to the extent restricted or not permitted by the terms of such person’s organizational documents or other agreements with holders of such Equity Interests (so long as such prohibition did not arise as part of the acquisition or formation of such person or in anticipation of the Credit Agreement and conditions set forth other than to the extent that any such prohibition would be rendered ineffective pursuant to the UCC or any other applicable Law); provided that such Equity Interests shall cease to be Excluded Equity Interests at such time as such prohibition ceases to be in this Pledge Agreement;effect,
(ivD) grantsany Equity Interests if, pledges, assigns and transfers to the Pledgee all extent and for so long as the pledge of such Pledgor's Equity Interests hereunder is prohibited or restricted by any applicable Law, including any requirement to obtain consent of any Governmental Authority (xother than to the extent such prohibition would be rendered ineffective under the UCC or any other applicable Law); provided that such Equity Interests shall cease to be Excluded Equity Interests at such time as such prohibition ceases to be in effect,
(E) Partnership any Equity Interests if, to the extent and all for so long as the pledge of such Pledgor's rightEquity Interests hereunder would result in (1) material adverse tax consequences (including, title and interest without limitation, as a result of the operation of Section 956 of the Code or any similar Law or regulation in each Pledged Partnership and any applicable jurisdiction) or (y2) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLCmaterial adverse regulatory consequences, in each case includingas reasonably determined by the Borrower and with the consent of the Administrative Agent (such consent not to be unreasonably withheld, without limitation:delayed or conditioned),
(aF) all any margin stock,
(G) any Equity Interests that the capital thereof Borrower and its interest the Collateral Agent shall have agreed in all profitswriting to treat as Excluded Equity Interests for purposes hereof on account of the cost, losses and other distributions difficulty, burden or consequences of pledging such Equity Interests hereunder being excessive in relation to which such Pledgor shall the benefit to the Secured Parties of the security to be afforded thereby,
(H) any Equity Interests in captive insurance subsidiaries, special purpose entities identified in writing at any time be entitled in respect of such Partnership Interests and/or Membership Interests;by the Borrower to the Collateral Agent and not-for-profit subsidiaries,
(bI) all other payments due or any Equity Interests in an Unrestricted Subsidiary (any Equity Interests excluded pursuant to become due to such Pledgor in respect of such Partnership Interests and/or Membership clauses (A) through (H) above, the “Excluded Equity Interests”), whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(g) to the extent not otherwise included, all proceeds of any or all of the foregoing.
Appears in 1 contract
Sources: First Lien Term Loan Guarantee and Collateral Agreement (Smart & Final Stores, Inc.)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants payment and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable to the Pledgee;
(iii) assignsits Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, mortgagespledges, charges and sets over and delivers unto the Collateral Agent, and hereby grants to the Pledgee Collateral Agent, for the ratable benefit of the Secured Parties, a security interest, subject to Permitted Liens in all of such Pledgor's right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
under (a) all the shares of capital thereof and its interest in all profits, losses stock and other distributions to which Equity Interests owned by it (including, without limitation, those listed on Schedule II hereto) and any shares of capital stock and other Equity Interests obtained in the future by such Pledgor and the certificates representing all such shares or interests (collectively, the "Pledged Stock"); provided that the Pledged Stock shall at not include (i) more than 65% of the issued and outstanding shares of voting stock of any time be entitled in respect of such Partnership Interests and/or Membership Interests;
Non-U.S. Subsidiary, (bii) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at the extent that applicable law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, requires that a Subsidiary of the Pledgor against issue directors' qualifying shares, such qualifying shares or (iii) any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;Excluded Property; (b)
(ei) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every rightdebt securities (including, powerwithout limitation, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in those listed opposite the name of such Pledgor on Schedule II hereto), and (ii) all debt securities in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC the future issued to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approvalthe Pledgor, together with full power all promissory notes and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or ordersevidencing such debt securities (the "Pledged Debt Securities" and together with the Pledged Stock, to file any claims and to take any action in connection with any of the foregoing;
"Pledged Securities"); (fc) all other property hereafter that may be delivered in substitution for or in addition to any of and held by the foregoingCollateral Agent pursuant to the terms hereof; (d) subject to Section 5, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of the securities referred to in clauses (a) and (b) above; (e) subject to Section 5, all thereof; and
(g) rights and privileges of the Pledgor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any or and all of the foregoing (all the foregoing, collectively, the "Securities Collateral"). Each Pledgor hereby affirms its prior grant of security interests under the Existing Pledge Agreement in favor of the Collateral Agent for the benefit of the Secured Parties. Without limiting the foregoing, it is expressly understood and agreed that all security interests, assignments and liens granted by the Pledgors in favor of the Collateral Agent for the benefit of the Secured Parties in the Existing Pledge Agreement are not terminated hereby, but continue and remain in full force and effect, subject to the terms and provisions hereof.
Appears in 1 contract
Sources: Pledge Agreement (Consolidated Communications Illinois Holdings, Inc.)
Pledge. To secure the Obligations and As security for the purposes set forth payment in Section 1full of the Second Priority Obligations, each Pledgor hereby:
(i) hereby pledges and grants and pledges to the Pledgee Collateral Agent, its successors and permitted assigns, for the benefit of the Second Priority Secured Parties, a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interests, as the case may be, or such other instruments of transfer as are acceptable to the Pledgee;
(iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of such Pledgor's ’s right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to and under (a) any shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person (collectively, the “Equity Interests”) owned by such Pledgor (other than Excluded Equity Interests) (which, if certificated, are listed on Schedule I hereto) and any Equity Interests obtained in the future by such Pledgor (other than Excluded Equity Interests) and the certificates (if any) representing all such Equity Interests (collectively, the “Pledged Equity Interests”); provided that (i) Pledged Equity Interests of each foreign subsidiary of a Pledgor shall be held limited, in the aggregate, to the pledge of 65% of the issued and outstanding common stock, partnership interest or membership interest, as applicable, of such foreign subsidiary notwithstanding the delivery by any Pledgor to the PledgeeCollateral Agent of a stock or unit certificate, upon as applicable, representing in excess of such percentage ownership and (ii) any interests of any of the terms and conditions Pledgors in the joint ventures set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers on Schedule V attached to the Pledgee all Security Agreement and any subsequent joint ventures in which the Pledgors invest shall be excluded from the definition of Pledged Equity Interests to the extent that applicable law or the organizational documents with respect to any such Pledgor's joint venture (including other applicable agreements among the investors in such joint venture) (x) Partnership Interests and all do not permit the pledge or assignment of such Pledgor's right, title and interest in each Pledged Partnership and or (y) Membership Interests require the consent of any third party to permit such pledge or assignment (to the extent such consent has not been granted), it being understood that as to any such joint venture where the applicable organizational documents (including other agreements among the investors in such joint venture) permit such pledge without the consent of any third party and all of in accordance with applicable law, such Pledgor's right, title and interest in each such joint venture shall be included in the definition of Pledged LLC, in each case including, without limitation:
Equity Interests (asubject to clause (i) all above) and the capital thereof and its interest in all profits, losses and other distributions to which such applicable Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remediescause the related certificates, if any, under any partnership agreement, limited liability company agreement for such joint venture to be delivered to the Collateral Agent within ninety (90) days from the Closing Date (or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;longer period as the Collateral Agent may agree); (b)
(di) all present the Indebtedness evidenced by promissory notes and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and individually in excess of $5,000,000 owed to take any and all other action on behalf of and in it which are listed opposite the name of such Pledgor on Schedule I hereto, (ii) any Indebtedness evidenced by promissory notes and instruments and individually in respect excess of any Partnership Interests or Membership Interests $5,000,000 arising in the future and owing to such Pledgor; and (iii) the promissory notes and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, evidencing such Indebtedness; (c) subject to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 7 hereof, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed distributed, in respect of or in exchange for any or all thereof; and
(g) to the extent not otherwise included, all proceeds of any or all of the foregoing.of,
Appears in 1 contract
Pledge. To secure the Obligations Each Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and for the purposes set forth in Section 1grants to Pledgee, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
following assets, properties and items ((i) whether now existing or hereafter existing, and (ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereofwhether consisting of investment property, if anyaccounts, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock payment intangibles or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interests, as the case may begeneral intangibles, or such other instruments proceeds of transfer as are acceptable to the Pledgee;
(iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of such Pledgor's right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities), to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Collateral as hereafter defined (collectively the “Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
Collateral”)): (ei) all of such Pledgor's ’s equity interests in each Domestic Issuer and 65% of such Pledgor’s voting equity interests and 100% of such Pledgor’s non-voting equity interests in each Foreign Issuer or 100% of the equity in such Foreign Issuer if a guarantee of the Obligations by such issuer would not have an adverse U.S. Federal income tax consequence to such Pledgor, now owned or hereafter acquired by such Pledgor, including, without limitation, such Pledgor’s (A) interests in the profits and losses of each such issuer, (B) rights under any partnership agreement and interests to receive distributions of each such issuer’s assets and properties and (C) rights and interests, if any, to participate in the management of each such issuer related to such equity interests (collectively, the “Pledged Interests”), (ii) all rights, privileges, authority and powers of such Pledgor as an owner or holder of the limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege membership interests or units of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name issuers/Pledgors as owners of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinationsissuers, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(fiii) all other property hereafter delivered to, or in the possession or in the custody of, Pledgee in substitution for or in addition to the Pledged Interests, (iv) any other property of such Pledgor in connection with the Pledged Interests, as described in Section 4 below, now or hereafter delivered to, or in the possession or custody of Pledgor, and (v) all proceeds of the foregoingPledged Collateral, as collateral security for:
(a) the prompt and complete payment when due in accordance with the terms of the Note Documents (whether at the stated maturity, by acceleration or otherwise) of all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofthe Obligations; and
(gb) to the extent not otherwise includeddue and punctual payment and performance by each Pledgor of its obligations and liabilities under, all proceeds arising out of any or in connection with this Agreement; (all of the foregoingforegoing being referred to hereinafter collectively as the “Liabilities”).
Appears in 1 contract
Sources: Pledge Agreement (Global Telecom & Technology, Inc.)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable the Obligations, each Grantor hereby pledges to the Pledgee;
(iii) Collateral Agent, its successors and assigns, transfersfor the benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Pledgor's Grantor’s right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
under (a) all Equity Interests listed on Schedule II, all other Equity Interests owned by such Grantor on the capital thereof date hereof (other than Equity Interests issued by Subsidiaries (1) not engaged to any extent in the Telecommunications/IS Business or (2) that are not Material Subsidiaries) and its interest any other Equity Interests that are obtained in the future by such Grantor (other than Equity Interests issued by Subsidiaries (1) not engaged to any extent in the Telecommunications/IS Business or (2) that are not Material Subsidiaries), and the certificates representing all profitssuch Equity Interests (the “Pledged Equity Interests”); provided, losses however, that (i) the Pledged Equity Interests shall not include (1) more than 65% of the issued and outstanding voting Equity Interests in Level 3 Communications Canada Co. or (2) any Equity Interest of any Foreign Subsidiary other distributions to which such Pledgor than Level 3 Communications Canada Co. and (ii) after the Enhanced Collateral Date, the Pledged Equity Interests shall at any time be entitled in respect of such Partnership exclude Equity Interests and/or Membership Interests;
issued by (1) Software Spectrum, Inc. (“Software”), (2) Eldorado Marketing, Inc. (“Eldorado”), and (3) (i)Structure, LLC (together with Software and Eldorado, the “Excluded Subsidiaries”); (b) all other payments due or to become due to the debt securities owned by such Pledgor in respect Grantor on the date hereof (including those listed opposite the name of such Partnership Interests and/or Membership InterestsGrantor on Schedule II) and any debt securities that are obtained in the future by such Grantor, whether under and the promissory notes and any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
other instruments evidencing such debt securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
this Section 2.01; (d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law subject to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 2.06, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereofother Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; and
(ge) subject to Section 2.06, all rights and privileges of such Grantor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds Proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as ------- the case may be, or such other instruments of transfer as are acceptable to the Pledgee;
(iii) Obligations, each Pledgor hereby bargains, sells, conveys, assigns, transfers, hypothecatessets over, mortgages, charges pledges, hypothecates and sets over transfers to the Pledgee Security Agent, its successors and its assigns, for the benefit of the Secured Parties, and hereby grants to the Security Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such PledgorGrantor's right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
under (a) all the shares of capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in stock listed opposite the name of such Pledgor in respect on Schedule I hereto and all shares of the capital stock of any Partnership Interests or Membership Interests Subsidiary hereafter acquired by such Pledgor (the "Pledged Stock") and any the certificates representing the Pledged Partnership Stock; (b) the ------------- promissory notes listed opposite the name of such Pledgor on Schedule I hereto and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, all promissory notes or other instruments or orders, to file debt securities of any claims Subsidiary hereafter acquired by such Pledgor (the "Pledged Notes") and to take any action in connection with any of the foregoing;
certificates representing ------------- the Pledged Notes; (fc) all other property hereafter which may be delivered in substitution for or in addition to any of and held by the foregoingSecurity Agent pursuant to the terms hereof; (d) subject to Section 2.04, all certificates and instruments representing or evidencing such other property and all payments of dividends, cash, securities, interest, dividends, rights instruments and other property at any time and from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or upon the conversion of the securities referred to in clauses (a), (b) and (c) above; (e) subject to Section 2.04, all thereof; and
(g) rights and privileges of such Pledgor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (f) being collectively called the "Collateral"). ---------- TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and references pertaining or incidental thereto, unto the Security Agent, its successors and its assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and ------- ------- conditions hereinafter set forth.
Appears in 1 contract
Sources: Pledge Agreement (Brylane Inc)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable the Obligations, each Pledgor hereby (except in the case of Pledged ULC Shares) assigns and (in all cases) pledges to the Pledgee;
(iii) Collateral Agent, its successors and permitted assigns, transfersfor the ratable benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor's ’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock shall be listed on Schedule III) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests; provided that the Pledged Stock shall not include (i) any Equity Interests in excess of 65% of the outstanding voting Equity Interests of any “first tier” Foreign Subsidiary or any “first tier” Qualified CFC Holding Company owned by such Pledgor or any of the outstanding Equity Interests of a Foreign Subsidiary or a Qualified CFC Holding Company that is not a “first tier” Foreign Subsidiary or a “first tier” Qualified CFC Holding Company, respectively, owned by such Pledgor, (ii) any Equity Interests that constitute Excluded Property or otherwise with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement need not be satisfied by reason of Section 5.10(f) of the Credit Agreement, (iii) any Equity Interests if, and to the extent that, and for so long as (A) doing so would violate applicable law or a contractual obligation binding on such Securities Equity Interests and (B) with respect to contractual obligations, such Equity Interests are not in a Wholly Owned Subsidiary and such obligation existed on the Closing Date or at the time of the acquisition thereof and was not created or made binding on such Equity Interests in and to all certificates contemplation of or instruments evidencing in connection with the acquisition of such Securities)Equity Interests, to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers any Equity Interests of any Indenture Restricted Subsidiary owned by the U.S. Borrower or any Indenture Restricted Subsidiary or (v) any Designated Securities (the Equity Interests pledged pursuant to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
this clause (a), the “Pledged Stock”); (b)(i) all the capital thereof and its interest in all profits, losses and other distributions debt securities currently issued to any Pledgor (which such Pledgor debt securities constituting Pledged Debt Securities shall at be listed on Schedule III), (ii) any time be entitled debt securities in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due the future issued to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under and (iii) the promissory notes and any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remediesother instruments, if any, under evidencing such debt securities; provided that the Pledged Debt Securities shall not include (A) debt securities issued by any partnership agreementIndenture Restricted Subsidiary to the U.S. Borrower or any Indenture Restricted Subsidiary, limited liability company agreement (B) any Designated Securities or at law (C) any debt securities that constitute Excluded Property or otherwise in with respect to which the Collateral and Guarantee Requirement or the other paragraphs of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, Section 5.10 of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(eCredit Agreement need not be satisfied by reason of Section 5.10(f) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoingCredit Agreement (the debt securities pledged pursuant to this clause (b), the “Pledged Debt Securities”); (c) subject to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 2.06, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereofother proceeds received in respect of, the securities referred to in clauses (a) and (b) above; and
(gd) subject to Section 2.06, all rights and privileges of such Pledgor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Collateral Agreement
Pledge. To secure Subject to the Obligations and last paragraph of Section 3.01(a), as security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable the Obligations each Pledgor hereby assigns and pledges to the Pledgee;
(iii) Collateral Agent, its successors and permitted assigns, transfersfor the ratable benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor's ’s right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule III) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interests of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests that are not required to be held by the Pledgeepledged as security for Senior Lender Claims, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grantsany Equity Interests in a person owned on or acquired after the Issue Date in accordance with the Indenture if, pledges, assigns and transfers to the Pledgee extent that, (A) such Equity Interests constitute less than 100% of all applicable Equity Interests of such Pledgor's person and the persons holding the remainder of such Equity Interests are not Affiliates, (xB) Partnership granting a security interest in such Equity Interests would violate applicable law or a contractual obligation binding on such Equity Interests and all (C) with respect to contractual obligations, such obligation existed at the time of acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Pledgor's rightperson, title and interest in each Pledged Partnership and (yv) Membership any Equity Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
a person that is not directly or indirectly a Subsidiary or (avi) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
Designated Securities; (b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(ci) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in debt obligations listed opposite the name of such Pledgor on Schedule III, (ii) any debt obligations in respect the future issued to such Pledgor having, in the case of any Partnership Interests or Membership Interests each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations (the “Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approvalDebt Securities” and, together with full power the property described in clauses (b)(i) and authority (ii) above, the “Pledged Debt”); provided that (x) the Pledged Debt shall exclude (1) the Japan Notes, (2) any debt obligations or instruments that are not required to demand, receive, enforce, collect or receipt be pledged as security for Senior Lender Claims and (3) any of the foregoing, Designated Securities; (c) subject to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 2.05 hereof, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereofother proceeds received in respect of the Pledged Stock and the Pledged Debt; and
(gd) subject to Section 2.05 hereof, all rights and privileges of such Pledgor with respect to the extent not otherwise includedPledged Stock, Pledged Debt and other property referred to in clause (c) above; and (e) all proceeds of any or all of the foregoingforegoing (the Pledged Stock, Pledged Debt and other property referred to in clauses (c) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Second Lien Collateral Agreement
Pledge. To secure the Obligations and As security for the purposes set forth payment in Section 1full of all the Obligations, each Pledgor hereby:
(i) grants does hereby pledge, transfer, grant, bargain, sell, convey, hypothecate, set over and pledges to the Pledgee deliver and create a security interest in all (collectively, "Pledge") unto the Collateral Agent, its successors and assigns, for the benefit of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereofSecured Parties, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interests, as the case may be, or such other instruments of transfer as are acceptable to the Pledgee;
(iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of such Pledgor's right, title and interest in, to and under (i) all the outstanding Equity Interests owned by it on the date hereof or at any time hereafter in Subsidiaries or other Persons (but limited to 65% of the outstanding voting Equity Interests and to 100% of the outstanding non-voting Equity Interests in each such Securities Subsidiary that is a Foreign Subsidiary), including the Equity Interests listed on Schedule II hereto, (ii) (A) all Indebtedness of Holdings, the Borrower, any other Subsidiary or any other Person now owned or hereafter acquired by it, including the Indebtedness listed on Schedule II hereto, and in (B) the promissory notes and to all certificates or other instruments evidencing such Securities)Indebtedness, to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(aiii) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interestspayments, whether under any partnership agreementof dividends or other distributions, limited liability company agreement principal or interest or otherwise, and whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, cash or other instruments or ordersassets, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or upon the conversion of the Equity Interests or Indebtedness pledged pursuant to clauses (i) and (ii) above; (iv) subject to Section 5, all thereof; and
(g) rights and privileges of such Pledgor with respect to the extent not otherwise includedEquity Interests, Indebtedness and other property pledged pursuant to clauses (i), (ii) and (iii) above; and (v) all proceeds of any or all of the foregoingforegoing (the collateral referred to in the preceding clauses (i) through (v) being collectively called the "Collateral"). TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Credit Agreement (Kansas City Southern Industries Inc)
Pledge. To secure Subject to the Obligations and last paragraph of Section 3.01(a), as security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable the Obligations, each Pledgor hereby (except in the case of ULC Interests) assigns and pledges to the Pledgee;
(iii) Collateral Agent, its successors and permitted assigns, transfersfor the ratable benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor's ’s right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitationunder:
(a) the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock shall be listed on Schedule III) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the capital thereof “Pledged Stock”); provided that the Pledged Stock shall not include (i)(A) more than 65% of the issued and its outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interests of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) if any Designated Credit Agreement is outstanding, any Equity Interests not pledged as security for the Obligations under such Designated Credit Agreement, (iv) any Equity Interests in a person acquired after the Issue Date in accordance with the Indenture if, and to the extent that, (A) with respect to contractual obligations, such Equity Interests constitute less than 100% of all applicable Equity Interests of such person and the persons holding the remainder of such Equity Interests are not Affiliates, (B) granting a security interest in all profitssuch Equity Interests would violate applicable law or a contractual obligation binding on such Equity Interests and (C) with respect to contractual obligations, losses such obligation existed at the time of the acquisition of such Equity Interests and other distributions was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such person, (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary of Holdings, (vi) any Designated Securities or (vii) any Equity Interests, whether now owned or hereafter acquired, that constitute Excluded Property or otherwise with respect to which such Pledgor shall at any time the Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement need not be entitled in respect satisfied by reason of such Partnership Interests and/or Membership InterestsSection 5.10(f) of the Credit Agreement;
(b) all other payments due or (i) the debt securities currently issued to become due any Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed on Schedule III), (ii) any debt obligations in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations (the “Pledged Debt Securities” and, together with the property described in clauses (b)(i) and (ii) above, the “Pledged Debt”); provided that the Pledged Debt shall exclude (1) the Japanese Intercompany Notes, (2) if any Designated Credit Agreement is outstanding, any debt obligations or instruments not pledged as security for the Obligations under such Designated Credit Agreement, (3) any Designated Securities and (4) any debt obligations or securities that constitute Excluded Property or otherwise with respect to which the Collateral and Guarantee Requirement or the other paragraphs of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwiseSection 5.10 of the Credit Agreement need not be satisfied by reason of Section 5.10(f) of the Credit Agreement;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law subject to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 2.05, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereofother proceeds received in respect of the Pledged Stock and the Pledged Debt;
(d) subject to Section 2.05, all rights and privileges of such Pledgor with respect to the Pledged Stock, Pledged Debt and other property referred to in clause (c) above; and
(ge) to the extent not otherwise included, all proceeds of any or all of the foregoingforegoing (the Pledged Stock, Pledged Debt and other property referred to in clauses (c) through (e) being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Collateral Agreement (Momentive Performance Materials Inc.)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable the Obligations, each US Grantor hereby assigns and pledges to the Pledgee;
(iii) Administrative Agent, its successors and assigns, transfersfor the benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Pledgor's US Grantor’s right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to be held by and under the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitationfollowing assets:
(a) all the shares of capital thereof and its interest in all profits, losses stock and other distributions to which Equity Interests owned by such Pledgor shall at any time be entitled in respect US Grantor on the date hereof (including those listed opposite the name of such Partnership US Grantor on Schedule II), any other Equity Interests and/or Membership obtained by such US Grantor in the future and the certificates representing all such Equity Interests (the “Pledged Equity Interests”); provided that (i) the Pledged Equity Interests issued by any CFC, insofar as they secure US Obligations, shall not include more than 66% of the issued and outstanding voting Equity Interests of such CFC (it being understood and agreed that the limitation in this clause (i) shall not apply insofar as any such Pledged Equity Interests secure Canadian Obligations) and (ii) the Pledged Equity Interests shall not include Equity Interests in any Person that is not a wholly-owned Subsidiary (or in any Special Purpose Holdco with respect to such Person) where, pursuant to the organizational documents of such Person and any related joint venture or similar agreement, such assignment, pledge or grant of a security interest is prohibited without the consent of the equityholders of such Person (other than Symmetry or any of its Subsidiaries) (the Equity Interests so excluded are collectively referred to herein as the “Excluded Equity Interests”);
(b) all other payments due or to become due to the debt securities owned by such Pledgor in respect US Grantor on the date hereof (including the Intercompany Note and those listed opposite the name of such Partnership Interests and/or Membership InterestsUS Grantor on Schedule II), whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwisedebt securities obtained by such US Grantor in the future and the promissory notes and any other instruments evidencing all such debt securities (the “Pledged Debt Securities”);
(c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Intereststhis Section;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law subject to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 3.06, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereofother Proceeds received in respect of, the securities referred to in clauses (a) and (b) above;
(e) subject to Section 3.06, all rights and privileges of such US Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and
(gf) all Proceeds of any of the foregoing (the items referred to in the foregoing clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the extent not otherwise includedterms, all proceeds of any or all of the foregoingcovenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Symmetry Holdings Inc)
Pledge. 2.1. To secure the Obligations due and for punctual payment and performance by the purposes set forth in Section 1Pledgor of the Obligations, each the Pledgor hereby:
(ia) grants and pledges to the Pledgee as a first security interest in all for the benefit of the Thai Lenders and the holders of the Notes and a second security interest for the benefit of the holders of the Debentures (i) all Instruments, (ii) all rights, entitlements and benefits of the Pledgor in respect of such Instruments, (iii) all rights of the Pledgor to withdraw monies from the Permitted Investments and (iv) all proceeds of such Instruments and Permitted Investments; and
(b) undertakes at each time when any Instruments and permitted Investments are issued to immediately:
(i) deliver the Instrument to the Collateral owned by such PledgorAgent;
(ii) pledges endorse on such Instrument the following: "This Instrument is pledged pursuant to the Pledge of Thai Permitted Investments dated 12 March 1998 between the Pledgor, the Thai Facility Agent, the Trustee, the Debenture Trustee and deposits as security with the Pledgee named therein and the Securities owned terms and conditions thereof shall apply to this Instrument", and execute such endorsement;
(iii) give notice to the issuer of such Instrument in the form set out in Part A of Exhibit 2 hereto and use reasonable efforts to procure that as soon as practicable the issuer of such Instrument acknowledge such notice in the form set out in Part B of Exhibit 2, or in such other form as may be reasonably acceptable to the Pledgee; and
(iv) complete all other actions and deliver any other document which the Pledgee may reasonably require to perfect the pledging by such the Pledgor on under this Agreement and each Pledge; and
(c) in the date hereofevent that the Pledgor invests in any instrument which does not qualify as a Permitted Investment (as defined in the Indentures and the Debenture Indenture), the Pledgor agrees, if anyrequested by the Thai Lenders, and delivers to the Pledgee certificates Trustees, the Debenture Trustees or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership InterestsPledgee, as the case may be, or to promptly execute and deliver to the Pledgee an agreement substantially in the form of this Agreement pledging such other instruments of transfer as are acceptable instrument to the Pledgee;
(iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of such Pledgor's right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities), to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(g) to the extent not otherwise included, all proceeds of any or all of the foregoing.
Appears in 1 contract
Sources: Pledge Agreement (NSM Steel Co LTD)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable the Obligations, each Grantor hereby assigns and pledges to the Pledgee;
(iii) Collateral Agent, its successors and assigns, transfersfor the ratable benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Pledgor's Grantor’s right, title and interest in, to and under (a) the Equity Interests of (i) each Material Domestic Restricted Subsidiary and Material First Tier Foreign Subsidiary in existence on the date hereof and (x) in the case of certificated Equity Interests constituting Securities, listed in Part A of Schedule II hereto or (y) in the case of Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and Uncertificated Partnership Interests, listed in Part B of Schedule II hereto, and (ii) each Material Domestic Restricted Subsidiary and each Material First Tier Foreign Subsidiary obtained in the future by such Grantor (including the Equity Interests of each Subsidiary that becomes a Material Domestic Restricted Subsidiary or Material First Tier Foreign Subsidiary in the future) and the certificates representing all such Equity Interests (collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (ii) to the extent that applicable law requires that a Subsidiary issue directors’ qualifying shares, such qualifying shares, or (iii) any Equity Interests in any Foreign Subsidiary, to the extent that the granting of a security interest therein would result in a stamp tax or any other duty, (b)(i) the Material Debt Securities held by such Grantor on the date hereof (including all such Material Debt Securities listed opposite the name of such Grantor in Part C of Schedule II), (ii) any Material Debt Securities in the future issued to such Securities Grantor and (iii) the promissory notes and in and to all certificates or any other instruments evidencing such Material Debt Securities (collectively referred to herein as the “Pledged Debt Securities”), to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of its claimsthis Section 3.01, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law subject to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 3.06, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereof; and
other Proceeds received in respect of, the securities referred to in clauses (ga) and (b) above, (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (a), (b), (c) and (d) above, and (f) all proceeds Proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. To secure the Obligations and for the purposes set forth in Section 1, each The Pledgor hereby:
(i) grants and hereby pledges to the Pledgee Agent, and grants to the Agent a security interest in all of in, the Collateral owned by such Pledgor;
following (ii) pledges and deposits as security with collectively, the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interests, as the case may be, or such other instruments of transfer as are acceptable to the Pledgee;
(iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of such Pledgor's right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities), to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each "Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:Collateral"):
(a) all 250,000 shares of the capital thereof common stock of the Corporation, now owned by the Pledgor, and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect the certificates representing the shares of such Partnership Interests and/or Membership Interests;
common stock (b) all other payments due or such now-owned shares being identified on EXHIBIT A attached hereto and made a part hereof)(all of said capital stock being hereinafter collectively referred to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interestsas the "Pledged Stock"), whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating herewith delivered to the Partnership Interests and/or Membership InterestsAgent accompanied by stock powers in the form of EXHIBIT B attached hereto and made a part hereof (the "Powers") duly executed in blank, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinationsdividends, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of of, or in exchange for any or all thereof; and
(g) to the extent not otherwise includedfor, all proceeds of any or all of the Pledged Stock;
(b) The property and interests in property described in SECTION 3 below; and
(c) All proceeds of the foregoing. At any time, the Pledgor may, with the prior written consent of the Agent not to be unreasonably withheld, replace the Pledged Stock with the shares of any publicly-traded corporation acceptable to the Agent (the "Alternative Shares"). Any Alternative Shares shall have a value at least equal to the greater of (i) the market value of the Pledged Stock at the close of business on the date such replacement occurs and (ii) the market value of the original Pledged Stock at the close of business on the date of that certain commitment letter dated as of October 9, 1995 to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ executed by The CIT Group/Equipment Financing, Inc. Upon any such replacement, the Alternative Shares shall be deemed, upon delivery thereof to the Agent, to be the Pledged Stock for all purposes hereof, and the shares in ▇▇▇▇▇▇▇▇▇ Resources, Inc. held by the Agent at that time shall be returned to the Pledgor and the security interest in such shares in ▇▇▇▇▇▇▇▇▇ Resources, Inc. shall thereupon be released without any further action on the part of the Agent.
Appears in 1 contract
Sources: Pledge Agreement (Addington Bruce)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable the Secured Obligations, each Loan Party hereby assigns and pledges to the Pledgee;
(iii) Collateral Agent, its successors and permitted assigns, transfersfor the benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, all of such Pledgor's Loan Party’s right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to be held by and under (a)(i) the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all shares of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses stock and other distributions to which Equity Interests owned by such Pledgor shall at any time be entitled Loan Party on the date hereof (including all such shares and other Equity Interests in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in Subsidiaries listed opposite the name of such Pledgor Loan Party on Schedule II), (ii) any Equity Interests obtained in respect the future by such Loan Party and (iii) the certificates representing all such Equity Interests (all of the foregoing being collectively referred to as the “Pledged Equity Interests”); provided that the Pledged Equity Interests shall not include (A) more than 66% of the issued and outstanding voting Equity Interests of any Partnership CFC or (B) Equity Interests in any Person other than a wholly-owned Subsidiary where such assignment or Membership pledge hereunder requires, pursuant to the constituent documents of such Person or any related joint venture, shareholder or like agreement binding on any shareholder, partner or member of such Person, the consent of any governing body, shareholder, partner or member of such Person and such consent shall not have been obtained (the Equity Interests so excluded being collectively referred to herein as the “Excluded Equity Interests”); (b)(i) debt securities owned by such Loan Party on the date hereof (including all such debt securities of other Borrower Group Members (other than Immaterial Indebtedness) listed opposite the name of such Loan Party on Schedule II), (ii) any debt securities obtained in the future by such Loan Party and (iii) all promissory notes and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election other instruments evidencing such debt securities (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any all of the foregoing, foregoing being collectively referred to enforce or execute any checks, or other instruments or orders, as the “Pledged Indebtedness”); (c) subject to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 3.06, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereofother Proceeds received in respect of, the securities and instruments referred to in clauses (a) and (b) above; and
(gd) subject to Section 3.06, all rights and privileges of such Loan Party with respect to the extent not otherwise includedsecurities, instruments and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds Proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (PharMerica CORP)
Pledge. To secure the Obligations and As security for the purposes set forth payment in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest full in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates cash or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable its Obligations, each Pledgor hereby assigns and pledges to the Pledgee;
(iii) Collateral Agent, its successors and permitted assigns, transfersfor the ratable benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest in all of such Pledgor's ’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule II) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) the issued and outstanding voting Equity Interests of any Foreign Subsidiary directly owned by such Pledgor to the extent the pledge of any such Equity Interests would cause more than 65% of the outstanding voting Equity Interests of such Foreign Subsidiary to be pledged hereunder, (ii) to the extent applicable law requires that a subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests of a Subsidiary to the extent that, as of the date hereof, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Securities (and in and to all certificates Equity Interests, or instruments evidencing such Securities), to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grantsany Equity Interests of a person that is not directly or indirectly a Subsidiary, pledgesas to which Article IV shall apply; provided, assigns and transfers to the Pledgee all of such Pledgor's further, that, (x) Partnership Equity Interests will constitute Pledged Stock only to the extent that such Equity Interests can secure the Notes without Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act of 1933 (“Rule 3-10” and all “Rule 3-16,” respectively) (or any other law, rule or regulation) requiring separate financial statements of such Pledgor's right, title and interest in each Pledged Partnership and Subsidiary to be filed with the SEC (or any other governmental agency); (y) Membership Interests and all of such Pledgor's rightin the event that either Rule 3-10 or Rule 3-16 requires or is amended, title and interest in each Pledged LLC, in each case including, without limitation:modified or interpreted by the SEC to require (or is replaced
(ai) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in debt obligations listed opposite the name of such Pledgor on Schedule II, (ii) any debt securities in respect of any Partnership Interests or Membership Interests the future issued to such Pledgor, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations and debt securities (the “Pledged Partnership and any Pledged LLC Debt Securities”); (c) subject to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 3.05 hereof, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereofother proceeds received in respect of, the securities referred to in clauses (a) and (b) above; and
(gd) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable the Obligations, each Pledgor hereby (except in the case of Pledged ULC Shares) assigns and (in all cases) pledges to the Pledgee;
(iii) Collateral Agent, its successors and permitted assigns, transfersfor the ratable benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor's ’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock shall be listed on Schedule III) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests; provided that the Pledged Stock shall not include (i) any Equity Interests in excess of 65% of the outstanding voting Equity Interests of any “first tier” Foreign Subsidiary or any “first tier” Qualified CFC Holding Company owned by such Pledgor or any of the outstanding Equity Interests of a Foreign Subsidiary or a Qualified CFC Holding Company that is not a “first tier” Foreign Subsidiary or a “first tier” Qualified CFC Holding Company, respectively, owned by such Pledgor, (ii) any Equity Interests that constitute Excluded Property or otherwise with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement need not be satisfied by reason of Section 5.10(f) of the Credit Agreement, (iii) any Equity Interests if, and to the extent that, and for so long as (A) doing so would violate applicable law or a contractual obligation binding on such Securities Equity Interests and (B) with respect to contractual obligations, such Equity Interests are not in a Wholly Owned Subsidiary and such obligation existed on the Closing Date or at the time of the acquisition thereof and was not created or made binding on such Equity Interests in and to all certificates contemplation of or instruments evidencing in connection with the acquisition of such Securities)Equity Interests, to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grantsany Equity Interests of any Indenture Restricted Subsidiary owned by the U.S. Borrower or any Indenture Restricted Subsidiary or (v) any Designated Securities (the Equity Interests pledged pursuant to this clause (a), pledges, assigns and transfers to the Pledgee all of such Pledgor's “Pledged Stock”); (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:b)
(ai) all the capital thereof and its interest in all profits, losses and other distributions debt securities currently issued to any Pledgor (which such Pledgor debt securities constituting Pledged Debt Securities shall at be listed on Schedule III), (ii) any time be entitled debt securities in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due the future issued to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under and (iii) the promissory notes and any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remediesother instruments, if any, under evidencing such debt securities; provided that the Pledged Debt Securities shall not include (A) debt securities issued by any partnership agreementIndenture Restricted Subsidiary to the U.S. Borrower or any Indenture Restricted Subsidiary, limited liability company agreement (B) any Designated Securities or at law (C) any debt securities that constitute Excluded Property or otherwise in with respect to which the Collateral and Guarantee Requirement or the other paragraphs of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, Section 5.10 of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(eCredit Agreement need not be satisfied by reason of Section 5.10(f) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoingCredit Agreement (the debt securities pledged pursuant to this clause (b), the “Pledged Debt Securities”); (c) subject to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 2.06, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereofother proceeds received in respect of, the securities referred to in clauses (a) and (b) above; and
(gd) subject to Section 2.06, all rights and privileges of such Pledgor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Collateral Agreement (Momentive Specialty Chemicals Inc.)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable the Securities Obligations, but subject to Section 3.07 hereof, each Pledgor hereby assigns and pledges to the Pledgee;
(iii) Agent, its successors and permitted assigns, transfersfor the benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor's ’s right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitationunder:
(a) all the capital thereof Equity Interests (x) directly owned by it (including those listed on Schedule III) and its interest (y) any other Equity Interests obtained in all profitsthe future by such Pledgor (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (B) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary that is a Wholly-Owned Subsidiary, losses (ii) any Equity Interests owned on or acquired after the Issue Date (other than, in the case of shareholder agreements or other contractual obligations, in the case of any person which is a Wholly-Owned Subsidiary, Equity Interests in such person) if, and to the extent that, and for so long as doing so would violate any applicable law or regulation or an enforceable shareholder agreement or other enforceable contractual obligation (in each case, after giving effect to Section 9-406(d), 9-407(a) or 9-408 of the Uniform Commercial Code and other distributions applicable law) binding on or relating to such Equity Interests, (iii) any Equity Interests as to which the Agent shall reasonably determine in writing that the costs of obtaining or perfecting such Pledgor shall at a security interest are excessive in relation to the value of the security to be afforded thereby, (iv) any time be entitled interests held by the Issuer or any Guarantor in respect of such Partnership Interests and/or Membership any not-for-profit entity or fund or in any real estate investment trust or (v) the Excluded Guarantor Interests, if any;
(bi) all the debt securities currently issued to any Pledgor with an aggregate principal amount in excess of $5,000,000 (other payments due than (A) intercompany current liabilities in connection with the cash management operations of Holdings and its subsidiaries and (B) promissory notes or to become due instruments if a pledge of such would violate applicable law), which such debt securities as of the date hereof shall be listed on Schedule III, (ii) any debt securities in the future issued to such Pledgor with an aggregate principal amount in respect excess of $5,000,000 (other than (A) intercompany current liabilities in connection with the cash management operations of Holdings and its subsidiaries and (B) promissory notes or instruments if a pledge of such Partnership Interests and/or Membership would violate applicable law) and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (the items listed in sub-clauses (i), (ii) and (iii) of this Section 3.01(b), the “Pledged Debt Securities”); provided that the Pledged Debt Securities shall not include the Excluded Guarantor Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;.
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law subject to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 3.06, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereofother proceeds received in respect of, the Pledged Stock or the Pledged Debt Securities;
(d) subject to Section 3.06, all rights and privileges of such Pledgor with respect to the Pledged Stock or the Pledged Debt Securities and the other property referred to in clause (c) above; and
(ge) to the extent not otherwise included, all proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Collateral Agreement (Aeroways, LLC)
Pledge. To secure the Obligations and As security for the purposes set forth payment and performance in Section 1full of the Secured Obligations, each Pledgor hereby:
(i) the Grantor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over, and endorses over unto the Purchaser and its assignees, and grants and pledges to the Pledgee Purchaser and its assignees, a security interest in, (a) the shares of capital stock listed in Schedule I annexed hereto next to the Grantor's name (the "Initial Pledged Stock") and any additional shares of capital stock or any other form of equity interests obtained in the future by the Grantor (collectively, the Initial Pledged Stock together with all such additional shares pledged in the future or shares issued in replacement thereof, the "Pledged Stock"), (b) all instruments of debt (whether now existing or hereinafter arising) by any of the Collateral owned issuers listed in Schedule I annexed hereto which name the Grantor as payee thereunder (the "Initial Pledged Debt") and any additional instruments of debt or any other form of debt interests obtained in the future by the Grantor (collectively, the Initial Pledged Debt together with all such Pledgor;
additional debt pledged in the future, the "Pledged Debt"), (iic) pledges the software and deposits as security computer programs, together with all related intellectual property and proprietary rights thereunder, listed in Schedule II annexed hereto (the Pledgee "Initial Pledged Software") and all modifications and enhancements thereto (collectively, the Securities owned by Initial Pledged Software together with all such Pledgor on additional modifications and enhancements thereto pledged in the date hereoffuture, if anythe "Pledged Software"), and delivers (d) subject to Section 5 below, all proceeds of the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Pledged Stock, Partnership Interests or Membership Interests, as the case may be, or such other instruments of transfer as are acceptable to the Pledgee;
(iii) assigns, transfers, hypothecates, mortgages, charges Pledged Debt and sets over to the Pledgee all of such Pledgor's right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities), to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case Software including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and securities or other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any of or all thereof; and
such Pledged Stock, Pledged Debt and Pledged Software (gthe items referred to in clauses (a) to through (d) being collectively called the extent not otherwise included, all proceeds of any or all of the foregoing"Collateral").
Appears in 1 contract
Sources: Pledge Agreement (National Medical Health Card Systems Inc)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable the Secured Obligations, each Grantor hereby collaterally assigns and pledges to the Pledgee;
(iii) Collateral Agent, its successors and assigns, transfersfor the benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Pledgor's Grantor’s right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitationunder:
(a) all the shares of capital thereof and its interest in all profits, losses stock and other distributions Equity Interests owned directly by such Grantor of (i) each other Grantor, (ii) each other Subsidiary that is a Material Subsidiary and (iii) any other Equity Interests obtained in the future by such Grantor in any Material Subsidiary, and the certificates representing all such Equity Interests (all such Equity Interests referred to which in clauses (i), (ii), and (iii), above being referred to as the “Pledged Equity Interests”); provided that the Pledged Equity Interests shall not include, to the extent that applicable law requires that a Subsidiary issue directors’ qualifying shares, any such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interestsqualifying shares;
(bi) all other payments due or to become due the promissory notes owned by it on the date hereof and listed opposite the name of such Grantor on Schedule 2, (ii) each promissory note evidencing intercompany Indebtedness owed by any Borrower to such Pledgor Grantor after the date hereof and (iii) each other promissory note evidencing Indebtedness on or after the date hereof owed to such Grantor other than Indebtedness in respect a principal amount of such Partnership Interests and/or Membership Interestsless than $10,000,000, whether so long as the aggregate principal amount of Indebtedness not so pledged under any partnership agreementthis exclusion does not exceed $30,000,000 (the promissory notes referenced in the preceding clauses (i), limited liability company agreement or otherwise, whether (ii) and (iii) being referred to as contractual obligations, damages, insurance proceeds or otherwisethe “Pledged Debt Securities”);
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law subject to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 3.06, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereofother Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; and
(gd) all Proceeds of any of the foregoing (the items referred to in clauses (a), (b), (c) and (d) of this Section 3.01 above being collectively referred to as the “Pledged Collateral”). Notwithstanding anything herein to the extent not otherwise includedcontrary, in no event shall the security interest granted hereunder attach to any Excluded Assets, and the terms “Pledged Equity Interests,” “Pledged Debt Securities,” and “Pledged Collateral,” shall, in each case, expressly exclude all proceeds of any Excluded Assets. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or all incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the foregoingSecured Parties, as security for the payment or performance, as the case may be, in full of the Secured Obligations; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. To secure the Obligations and (a) As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable the Second Lien Obligations, including the Guarantees, and subject to the Pledgee;
(iii) terms of the Intercreditor Agreement, each Grantor hereby assigns and pledges to the Second Lien Agent, its successors and assigns, transfersfor the benefit of the Second Lien Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Second Lien Agent, its successors and assigns, for the benefit of the Second Lien Secured Parties, a security interest in, all of such Pledgor's Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it and listed on Schedule II, any other Equity Interests obtained in and the future by such Grantor and, subject to such Securities (and in and to all certificates or instruments evidencing such SecuritiesSection 3.03(i), to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remediescertificates, if any, under representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of any partnership agreementForeign Subsidiary, limited liability company agreement (B) Equity Interests of Unrestricted Subsidiaries, (C) Equity Interests of any Subsidiary of a Foreign Subsidiary, (D) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Credit Agreement if such Equity Interests serve as security for such Indebtedness or at law or otherwise in respect if the terms of such Partnership Indebtedness prohibit the creation of any other lien on such Equity Interests, (E) Equity Interests and/or Membership Interests;of any Person that is not a direct or indirect, wholly owned Material Subsidiary of the Company and (F) Equity Interests of any Subsidiary with respect to which the First Lien Agent and the Company determine in their reasonable judgments that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Second Lien Secured Parties; (ii)
(dA) all present subject to Section 3.03(i), the promissory notes and future claims, if any, of the Pledgor against any Pledged Partnership instruments evidencing indebtedness owned by it and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in listed opposite the name of such Pledgor in respect of any Partnership Interests or Membership Interests Grantor on Schedule II, and (B) the promissory notes and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, evidencing indebtedness obtained in the future by such Grantor (the promissory notes and instruments referred to file any claims in clauses (A) and (B) of this clause (ii) are collectively referred to take any action in connection with any of as the foregoing;
“Pledged Debt”); (fiii) all other property hereafter that may be delivered in substitution for or in addition to any and held by the Second Lien Agent pursuant to the terms of the foregoingthis Agreement; (iv) subject to Section 2.06, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereof; andother Proceeds received in respect of, the securities referred to in clauses
(gi) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”).
(b) In addition, the Collateral will not include Equity Interests or other securities of any direct or indirect Subsidiary of the Grantors to the extent necessary for such Subsidiary not otherwise includedto be subject to any requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act (or any other law, all proceeds rule or regulation) to file separate financial statements with the SEC (or any other governmental agency). In the event that Rule 3-16 of Regulation S-X under the Securities Act requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any or all Subsidiary of the foregoingCompany due to the fact that such Subsidiary’s Equity Interests and other securities secure the Notes and Permitted Additional Pari Passu Obligations, then the Equity Interests and other securities of such Subsidiary shall automatically be deemed not to be part of the Collateral (to the extent necessary to not be subject to such requirement). In such event, the Second Lien Documents may be amended or modified, without the consent of any Holder or a holder of Permitted Additional Pari Passu Obligations, to the extent necessary to release the security interests in the Equity Interests and other securities that are so deemed to no longer constitute part of the Collateral. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Second Lien Agent, its successors and assigns, for the benefit of the Second Lien Secured Parties, forever, subject, however, to the terms of the Intercreditor Agreement and the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Second Lien Security Agreement
Pledge. To secure the Obligations and for the purposes set forth in Section 1, each The Pledgor hereby:
(i) grants and hereby pledges to the Pledgee Collateral Agent (for the benefit of the Agents and the Lenders) and grants to the Collateral Agent (for the benefit of the Agents and the Lenders) a security interest in all the following (collectively, the "Pledged Collateral"):
(a) All of the Collateral owned by such Pledgor;
issued and outstanding capital stock of the issuers described in EXHIBIT A hereto (ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interests, as the case may be, or such other instruments of transfer as are acceptable to the Pledgee;
(iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of such Pledgor's right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities), to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
, the shares of such capital stock described in EXHIBIT A hereto), and the certificates representing the shares of such capital stock, all options and warrants for the purchase of shares of such capital stock (a) all of said capital stock, options and warrants and all capital stock held in the capital thereof name of the Pledgor as a result of the exercise of such options or warrants being hereinafter collectively referred to as the "Pledged Stock"), and its interest in all profitsdividends, losses cash, instruments and other distributions property from time to which such Pledgor shall at any time be entitled received, receivable or otherwise distributed in respect of, or in exchange for, any or all of such Partnership Interests and/or Membership Intereststhe Pledged Stock;
(b) all other payments due or All additional shares of stock of any issuer of the Pledged Stock from time to become due to such time acquired by the Pledgor in respect of such Partnership Interests and/or Membership Interestsany manner, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) and all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under the shares of the capital stock issued to the Pledgor by any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, other Subsidiary of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law after the date hereof that are required to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating be pledged pursuant to the Partnership Interests and/or Membership InterestsCredit Agreement, including and the certificates representing such additional shares (any power to terminatesuch additional shares shall constitute part of the Pledged Stock and the Collateral Agent is irrevocably authorized, cancel or modify any partnership agreement or any limited liability company agreementbut is not required, to execute any instruments and amend EXHIBIT A from time to take any time to reflect such additional shares), and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinationsoptions, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interestwarrants, dividends, cash, instruments and other rights and other property at any time and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofof such shares;
(c) The property and interests in property described in SECTION 4 below; and
(gd) to the extent not otherwise included, all All proceeds of any or all of the foregoing. The Pledgor hereby delivers to the Collateral Agent all of such Pledged Collateral which is in existence on the date hereof, accompanied by appropriate undated stock powers (the "Stock Powers") duly executed in blank.
Appears in 1 contract
Sources: Credit Agreement (Hexcel Corp /De/)
Pledge. To secure the Obligations and As security for the purposes set forth payment or performance, as applicable, in Section 1full of the Obligations, each Pledgor hereby:
(i) Grantor hereby grants and pledges to the Pledgee Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Creditors, a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereofin, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interests, as the case may be, or such other instruments of transfer as are acceptable to the Pledgee;
(iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of such Pledgor's Grantor’s right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
under (a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall Equity Interests of any Person owned by it on the date hereof or at any time be entitled thereafter acquired by it, and in all certificates at any time representing any such Equity Interests, and any other shares, stock certificates, options or rights of any nature whatsoever in respect of the Equity Interests of any Person that may be issued or granted to, or held by, such Partnership Grantor while this Agreement is in effect, which Equity Interests and/or Membership are included on Schedule 3.03 (collectively, the “Pledged Stock”); provided that the Pledged Stock granted as security for the payment or performance, in full of the Obligations of the Borrower and its Domestic Subsidiaries shall not include (i) all Equity Interests in Persons that are not Wholly-Owned Subsidiaries of the Borrower or any of its Subsidiaries, but only to the extent such Person is, or its equity holders are, contractually prohibited from pledging such Equity Interests;
, provided that, the Borrower or any of its Subsidiaries does not encourage the creation of any contractual prohibitions and (ii) all Equity Interests in Persons created after the date hereof, but only to the extent such Person is, or its equity holders are, legally (including pursuant to regulations of a Governmental Authority) prohibited from pledging such Equity Interests; (b) all debt securities and promissory notes held by, or owed to, such Grantor (whether the respective issuer or obligor is the Borrower, any of its Subsidiaries or any other payments due Person) on the Initial Borrowing Date or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interestsat any time thereafter, whether under and all securities, promissory notes and any partnership agreementother instruments evidencing the debt securities or promissory notes described above (collectively, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
the “Pledged Debt”); (c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law subject to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 3.05, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereofother proceeds received in respect of, the securities referred to in clauses (a) and (b) above; and
(gd) subject to Section 3.05, all rights and privileges of such Grantor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (d) above and this clause (e) being collectively referred to as the “Pledged Collateral”); provided that “Pledged Collateral” shall not include any ICTC Excluded Collateral, any Equity Interest owned by an Immaterial Subsidiary, any Equity Interest owned by any Unrestricted Subsidiary or Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Creditors, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Guaranty and Collateral Agreement (WESTMORELAND COAL Co)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1payment or performance when due (whether at stated maturity, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates acceleration or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsotherwise), as the case may be, or such other instruments in full of transfer as are acceptable its Obligations, each Credit Party hereby pledges to the Pledgee;
(iii) assignsCollateral Agent for the benefit of the Secured Parties, transfers, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Collateral Agent for the benefit of the Secured Parties, a security interest in all of such Pledgor's Credit Party’s right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitationunder:
(a) (i) the Equity Interests directly owned by it (including, as of the Closing Date, those Equity Interests listed on Schedule I) and (ii) any other directly owned Equity Interests obtained in the future by such Credit Party and, in each case, the certificates, if any, representing all such Equity Interests (the capital thereof foregoing clauses (a)(i) and (ii), collectively, the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include:
(A) any Equity Interests in any Person that is not a wholly-owned Restricted Subsidiarysubsidiary of the Borrower;
(B) (1) more than 65% of the issued and outstanding Equity Interests of any class of Equity Interests of any Foreign Subsidiary (or any FSHCO) and (2) to the extent a Foreign Subsidiary is a Credit Party, any issued and outstanding Equity Interests of any class of Equity Interests of any subsidiary of such Foreign Subsidiary,
(C) to the extent applicable law requires that a subsidiary of such Credit Party issue directors’ qualifying shares, nominee shares or similar shares which are required by law to be held by persons other than such Credit Party, such qualifying shares, nominee shares or similar shares held by persons other than such Credit Party,
(D) any Equity Interests of any person (other than a wholly-owned Subsidiary that is a Restricted Subsidiary), to the extent (x) restricted or not permitted by the terms of such person’s organizational documents or other agreements with holders of such Equity Interests existing as of the date hereof or on the date of acquisition by a Credit Party of such Equity Interests (in each case, other than to the extent that any such prohibition would be rendered ineffective pursuant to applicable anti-assignment provisions of the New York UCC or any other applicable law); provided that such Equity Interests shall cease to be Excluded Equity Interests at such time as such prohibition ceases to be in effect to the extent such Equity Interest is an Excluded Equity Interest as a result of such prohibition or (y) such pledge would trigger a termination pursuant to any “change of control” provision or other similar provision,
(E) any Equity Interests if, to the extent and for so long as the pledge of such Equity Interests hereunder is prohibited or restricted by any applicable law, including any requirement to obtain consent or approval of any Governmental Authority (other than to the extent such prohibition would be rendered ineffective pursuant to applicable anti-assignment provisions of the New York UCC or any other applicable law); provided that such Equity Interests shall cease to be Excluded Equity Interests at such time as such prohibition ceases to be in effect to the extent such Equity Interest is an Excluded Equity Interest as a result of such prohibition,
(F) any Equity Interests if, to the extent and for so long as the pledge of such Equity Interests hereunder would result in material adverse tax consequences to the Borrower and its interest subsidiaries (taken as whole) as reasonably determined by the Borrower,
(G) any Margin Stock,
(H) any Equity Interests in all profitscaptive insurance subsidiaries, losses and other distributions to which such Pledgor shall special purpose entities identified in writing at any time by the Borrower to the Administrative Agent and not-for-profit subsidiaries, and
(I) any Equity Interests that the Borrower and the Collateral AgentRequisite Lenders shall have agreed in writing to treat as Excluded Equity Interests for purposes hereof on account of the cost, difficulty, burden or consequences of pledging such Equity Interests hereunder being excessive in relation to the practical benefit to the Secured Parties of the security to be entitled in respect afforded thereby (any Equity Interests excluded pursuant to any of such Partnership Interests and/or Membership Interests;clauses (A) through (I) above, an “Excluded Equity Interest”),
(b) all other payments due or (i) promissory notes and any instruments evidencing Indebtedness for borrowed money owed to become due it as of the Closing Date (including, as of the Closing Date, those listed opposite the name of such Credit Party on Schedule I) and (ii) any promissory notes and any instruments evidencing Indebtedness for borrowed money in the future issued to such Pledgor Credit Party (the foregoing clauses (b)(i) and (b)(ii) collectively, the “Pledged Debt Securities”); provided that the Pledged Debt Securities shall not include promissory notes and instruments evidencing Indebtedness for borrowed money (A) having an aggregate principal amount not in respect excess of $5,000,000, (B) to the extent otherwise excluded from the Collateral pursuant to this Agreement, (C) to the extent the pledge of such Partnership Interests and/or Membership Interestspromissory note or instrument would violate applicable law (after giving effect to any applicable anti-assignment provisions of the New York UCC or any other applicable law); provided that such promissory note or instrument shall cease to be Excluded Instruments at such time as such prohibition ceases to be in effect to the extent such promissory note or instrument is an Excluded Instrument as a result of such prohibition or (D) intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Borrower and its subsidiaries (such excluded promissory notes and instruments, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;the “Excluded Instruments”),
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law subject to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 2.05 hereof, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereof; other proceeds received in respect of, the Pledged Collateral (except to the extent otherwise excluded from the Collateral pursuant to this Agreement),
(d) subject to Section 2.05 hereof, all rights and privileges of such Credit Party with respect to the securities and other property referred to in clauses (a), (b) and (c) above, and
(ge) to the extent not otherwise included, all proceeds of any or all of the foregoing.
Appears in 1 contract
Pledge. To secure the Obligations and As collateral security for the purposes set forth in Section 1due and punctual payment of the Obligations, each the Pledgor hereby:
(i) grants does hereby pledge, hypothecate, assign, transfer and pledges convey to the Pledgee Bank and its successors and assigns, and grants to the Bank and its successors and assigns, a security interest in all of and to the Collateral owned by such Pledgor;following described property (the "Collateral"):
(iia) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interests, as the case may be, or such other instruments of transfer as are acceptable to the Pledgee;
(iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of such Pledgor's right, title and interest of the Pledgor in and to such the Pledged Mortgage Loans and Related Mortgage-backed Securities (and in and to all certificates or instruments evidencing such Securities), to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's rightpromissory notes, title participation agreements, participation certificates, or other instruments or agreements which evidence the Pledged Mortgage Loans and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership InterestsRelated Mortgage-backed Securities;
(b) all other payments due or to become due to such right, title and interest of the Pledgor in respect and to all Mortgage Notes and other notes, real estate mortgages, deeds of such Partnership Interests and/or Membership Intereststrust, security agreements, chattel mortgages, assignments of rent and other security instruments whether under now or hereafter owned, acquired or held by the Pledgor which secure (or constitute collateral for any partnership agreementnote, limited liability company instrument or agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwisesecuring) any of the Pledged Mortgage Loans;
(c) all right, title and interest of its claims, rights, powers, privileges, authority, options, the Pledgor in and to all financing statements perfecting the security interest, liens and remedies, if any, under interest of any partnership agreement, limited liability company agreement of the Pledged Mortgage Loans or at law or otherwise in respect of such Partnership Interests and/or Membership Interestsproperty securing any Pledged Mortgage Loan;
(d) all present right, title and future claims, if any, interest of the Pledgor against any in and to all guaranties, insurance policies and other instruments by which the persons or entities executing the same guarantee or insure, among other things, the payment or performance of the Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwiseMortgage Loans;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, powertitle and interest of the Pledgor in and to all title insurance policies, remedytitle insurance binders, authority, option and privilege of such Pledgor commitments or reports insuring or relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and Mortgage Loan or property securing any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoingMortgage Loan;
(f) all right, title and interest of the Pledgor in and to all surveys, bonds, hazard and liability insurance policies, participation agreements and any other property agreement, instrument or document pertaining to, affecting, obtained by the Pledgor in connection with, or arising out of, the Pledged Mortgage Loans; -3-
(g) all right, title and interest of the Pledgor in and to all agreements to purchase any Pledged Mortgage Loans or Related Mortgage-backed Securities, or agreements to purchase Mortgage Loans or Mortgage-backed Securities under which any Pledged Mortgage Loans or Related Mortgage-backed Securities are eligible for sale (hereinafter collectively called "Take-Out Commitments");
(h) all right, title and interest of the Pledgor in and to all collections on, and proceeds of or from, any and all of the foregoing (hereinafter collectively called "Collections");
(i) all right, title and interest of the Pledgor in and to any other asset of the Pledgor which has been or hereafter at any time is delivered to the Bank hereunder;
(j) all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records, and other records, information, and data of the Pledgor relating to the Pledged Mortgage Loans (including all information, data, programs, tapes, discs and cards necessary to administer and service such Pledged Mortgage Loans and Related Mortgage-backed Securities);
(k) all right, title and interest of the Pledgor in substitution for and to all balances, credits and deposits contained in the Collateral Account and in the PTC Account, to the extent that such balances, credits and deposits constitute proceeds of Advances or proceeds of Collateral described in this Agreement;
(l) all private mortgage insurance, FHA insurance and VA guaranties relating to any Pledged Mortgage Loans or Related Mortgage-backed Securities and the proceeds of any such insurance and guaranties;
(m) all right, title and interest of the Pledgor in and to the NationsBanc Note, the NationsBanc Agreement and the NationsBanc Documents; and
(n) any and all balances, credits, deposits, accounts or moneys of, or in addition to the name of, the Pledgor representing or evidencing the foregoing or any proceeds thereof, and any and all proceeds of any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(g) to the extent not otherwise included, all proceeds of any or all of the foregoing.
Appears in 1 contract
Sources: Warehousing Credit Agreement (Express America Holdings Corp)
Pledge. To secure the Obligations and As security for the purposes set forth payment, in Section 1full in cash when due, each ------ whether at stated maturity, by acceleration or otherwise, and performance of the Secured Obligations, the Pledgor hereby:
(i) grants hereby pledges, assigns, transfers, hypothecates and pledges sets over to the Pledgee Agent for its benefit and the ratable benefit of the other Lender Parties and grants to the Agent for its benefit and the ratable benefit of the other Lender Parties a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interests, as the case may be, or such other instruments of transfer as are acceptable to the Pledgee;
(iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of such Pledgor's right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to be held and under the following, whether now existing or owned or hereafter acquired or arising (collectively, the "Pledged Collateral"):
(a) 100% of all shares of capital stock or other equity securities of the Pledged Subsidiaries incorporated within the United States of America, and 65% of the shares of capital stock or other equity securities of FLIR Systems, AB, a Swedish corporation now owned by the PledgeePledgor, upon the terms and conditions set forth as more fully described in this Pledge Agreement;
(iv) grantsSchedule 1 attached hereto, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all , any such securities that are Book-Entry Shares; provided, however, that Pledged Collateral shall not include the capital thereof and its interest in all profitssecurities of any presently existing Subsidiary incorporated outside of the United States of America except for FLIR Systems, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership InterestsA.B., a Swedish corporation;
(b) all shares of capital stock or other payments due equity securities of any Pledged Subsidiary incorporated within the United States of America, and 65% of the shares of capital stock or to become due to such other equity securities of FLIR Systems, AB, a Swedish corporation hereafter acquired, received or owned by the Pledgor (whether in respect connection with any recapitalization, reclassification or reorganization of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement the capital of a Pledged Subsidiary or otherwise), whether as contractual obligationsincluding, damageswithout limitation, insurance proceeds or otherwiseany such securities that are Book-Entry Shares;
(c) all shares of its claimscapital stock or other equity securities hereafter acquired, rightsreceived or owned by the Pledgor of any Person incorporated within the United States of America, powersand 65% of the shares of capital stock or other equity securities of the Person not incorporated in the United States of America who, privilegesafter the date hereof, authoritybecomes, optionsas a result of any occurrence, security interesta Pledged Subsidiary, liens and remediesincluding, if anywithout limitation, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interestssecurities that are Book- Entry Shares;
(d) all present and future claimscertificates, if any, instruments or other writings representing or evidencing the Pledged Shares (other than any Book-Entry Shares or any other Pledged Shares that constitute part of a fungible bulk of securities in the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwisepossession of a Clearing Corporation);
(e) all of such Pledgor's warrants, options and other rights under entitling the Pledgor to acquire any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and interest in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoingShares;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingdividends, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights instruments and other property at any time and from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all thereofof the Pledged Shares; and
(g) to the extent not otherwise included, all cash and non-cash proceeds of any or all of the foregoing.
Appears in 1 contract
Sources: Pledge Agreement (Flir Systems Inc)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable the Obligations, each Pledgor hereby assigns and pledges to the Pledgee;
(iii) Agent, its successors and permitted assigns, transfersfor the benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor's ’s right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to and under (a) the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock shall be held listed on Schedule III) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the Pledgee“Pledged Stock”); provided that the Pledged Stock shall not include (i) any Equity Interests owned on or acquired after the Closing Date (other than, upon in the terms and conditions set forth in this Pledge Agreement;
(iv) grantscase of shareholder agreements or other contractual obligations, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Equity Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and the Borrower or (y) Membership in the case of any person which is a Wholly-Owned Subsidiary, Equity Interests in such person) in accordance with this Agreement if, and all of such Pledgor's rightto the extent that, title and interest for so long as doing so would violate applicable law or regulation or a shareholder agreement or other contractual obligation (in each Pledged LLCcase, after giving effect to Section 9-406(d), 9-407(a), 9-408 or 9-409 of the Uniform Commercial Code in each case including, without limitation:
(a) all effect in the capital thereof and its interest in all profits, losses State of New York and other distributions applicable law or similar provisions in similar codes, statutes or laws in other jurisdictions (the “Anti-Non-Assignment Clauses”)) binding on such Equity Interests or (ii) any Equity Interests as to which the Agent and the Borrower shall reasonably determine in writing that such Equity Interests shall be excluded from Collateral hereunder pursuant to the Agreed Security Principles, (b)(i) the debt securities currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities shall at be listed on Schedule III), (ii) any time be entitled debt securities in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due the future issued to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under and (iii) the promissory notes and any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remediesother instruments, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of evidencing such Partnership Interests and/or Membership Interests;
debt securities (dthe “Pledged Debt Securities”); (c) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law subject to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 2.06, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereofother proceeds received in respect of, the securities referred to in clauses (a) and (b) above; and
(gd) subject to Section 2.06, all rights and privileges of such Pledgor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (a), (b) and (c) above and (e) all proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided that with respect to ATH Costa Rica, S.A., the Pledged Collateral shall not include any Equity Interests that are pledged pursuant to a separate pledge agreement in favor of the Agent for the benefit of the Secured Parties.
Appears in 1 contract
Sources: Collateral Agreement (TII Smart Solutions, Sociedad Anonima)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Pledgee;
(iii) Collateral Agent, its successors and assigns, transfersfor the benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Pledgor's Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it and listed on Schedule II, any Equity Interests with respect to any of the Subsidiaries listed on Schedule IV, any other Equity Interests obtained in and the future by such Grantor and, subject to such Securities (and in and to all certificates or instruments evidencing such SecuritiesSection 3.03(i), to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remediescertificates, if any, under representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of any partnership agreementForeign Subsidiary, limited liability company agreement (B) Equity Interests of Unrestricted Subsidiaries, (C) Equity Interests of any Subsidiary of a Foreign Subsidiary, (D) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Credit Agreement if such Equity Interests serve as security for such Indebtedness or at law or otherwise in respect if the terms of such Partnership Indebtedness prohibit the creation of any other lien on such Equity Interests, (E) Equity Interests and/or Membership Interests;
of any Person (dother than the Borrower) all present and future claimsthat is not a direct or indirect, if any, wholly owned Material Subsidiary of the Pledgor against Borrower and (F) Equity Interests of any Pledged Partnership Subsidiary with respect to which the Administrative Agent and any Pledged LLC for moneys loaned the Borrower determine in their reasonable judgments that the costs or advancedother consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Secured Parties; (ii)(A) subject to Section 3.03(i), for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise the promissory notes and enforce every right, power, remedy, authority, option instruments evidencing indebtedness owned by it and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in listed opposite the name of such Pledgor in respect of any Partnership Interests or Membership Interests Grantor on Schedule II, and (B) the promissory notes and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, evidencing indebtedness obtained in the future by such Grantor (the promissory notes and instruments referred to file any claims in clauses (A) and (B) of this clause (ii) are collectively referred to take any action in connection with any of as the foregoing;
“Pledged Debt”); (fiii) all other property hereafter that may be delivered in substitution for or in addition to any and held by the Collateral Agent pursuant to the terms of the foregoingthis Agreement; (iv) subject to Section 2.06, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereofother Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; and
(gv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all proceeds Proceeds of any or all of the foregoingforegoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Security Agreement (ReAble Therapeutics Finance LLC)
Pledge. To secure the Obligations and for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on On the date hereof, if anyCertificates shall be executed on behalf of the Partnership by the General Partner and issued to (i) Inland, evidencing Inland's interest in the Partnership, which constitutes the entire limited partner interest in the Partnership as of October 1, 2012, and delivers (ii) Inland GP, evidencing Inland GP's interest in the Partnership, which constitutes the entire general partner interest in the Partnership as of October 1, 2012. Notwithstanding any other provision of this Agreement to the Pledgee certificates or instruments thereforcontrary, (A) the execution and delivery of the Agreement Regarding Disposition of Property and Other Matters dated as of April 27, 2012 (the “Disposition Agreement”) among Lexington Realty Trust (“LXP”), LMLP GP LLC, Inland and the Partnership, the Assignment Agreement dated as of October 1, 2012 (the “Assignment Agreement”) among LXP, LMLP GP LLC, Inland, Inland GP and the Partnership and the Pledge Agreement dated as of October 1, 2012 (the “Pledge Agreement”) to be entered into among Inland, Inland GP, LXP and the Partnership, and any and all documents contemplated by the Disposition Agreement, the Assignment Agreement and the Pledge Agreement on behalf of the Partnership by the General Partner, and the performance by the Partnership of its obligations thereunder, are hereby authorized, adopted, approved, ratified and confirmed in all respects, (B) it is hereby acknowledged and agreed that, pursuant to the Pledge Agreement, Inland and Inland GP shall pledge all of their interests in the Partnership to LXP and, in connection therewith, shall deliver to LXP the Certificates evidencing their interests in the Partnership, accompanied by duly executed partnership interest powers endorsed in blank blank, in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interests, as the case may be, or such other instruments of transfer as are acceptable to the Pledgee;
(iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of such Pledgor's right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)proper form for transfer, to be held by the Pledgee, upon the terms and conditions set forth in or on behalf of LXP pursuant to this Pledge Agreement;
, and (ivC) grants, pledges, assigns upon the foreclosure of a security interest in interests in the Partnership and any subsequent transfers pursuant to the Pledgee all of such Pledgor's Pledge Agreement, (x) any transferee of interests in the Partnership Interests shall be automatically admitted as a Limited Partner or a General Partner, as applicable, of the Partnership, without the requirement for the consent of any Partner or any other Person with respect to such transfer or admission, and all such admission shall be deemed to occur immediately prior to the withdrawal of the transferring Partner, (y) no Partner shall oppose the admission of such Pledgor's righttransferee as a Limited Partner or a General Partner, title and interest in each Pledged as applicable, of the Partnership and (yz) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, business of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advancedshall be continued without dissolution. Neither Inland, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to Inland GP nor the Partnership Interests and/or Membership Interestsshall take, including or permit to be taken, any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and act in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any violation of the foregoingDisposition Agreement, to enforce the Assignment Agreement or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(g) to the extent not otherwise included, all proceeds of any or all of the foregoingPledge Agreement.”
Appears in 1 contract
Sources: Agreement Regarding Disposition of Property and Other Matters (Lexington Realty Trust)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable all Secured Obligations, each Grantor hereby assigns and pledges to the Pledgee;
(iii) Notes Collateral Agent, its successors and assigns, transfersfor the benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in the Pledged Collateral. “Pledged Collateral” shall mean the collective reference to the following: all of such Pledgor's Grantor’s right, title and interest in, to and under: (a)(i) the shares of capital stock and other Equity Interests owned by such Grantor, including those listed opposite the name of such Grantor on Schedule II, (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates (if any) representing all such Equity Interests (collectively, the “Pledged Equity Interests”); provided that the Pledged Equity Interests shall not include any Excluded Assets or Equity Interests of Immaterial Subsidiaries (the Equity Interests excluded pursuant to this proviso being referred to as the “Excluded Equity Interests”); (b)(i) the debt securities owned by such Securities Grantor, including those listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to or otherwise acquired by such Grantor and in (iii) the promissory notes and to all certificates or any other instruments evidencing all such debt securities (collectively, the “Pledged Debt Securities”), to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
; (c) all other property that may be delivered to and held by the Notes Collateral Agent pursuant to the terms of its claims, rights, powers, privileges, authority, options, security interest, liens this Section 2.01 and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
Section 2.02; (d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law subject to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 2.06, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereofother Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; and
(ge) subject to Section 2.06, all rights and privileges of such Grantor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds Proceeds of any or all of the foregoing. Notwithstanding the foregoing, Pledged Collateral shall not include Excluded Assets of any kind.
Appears in 1 contract
Pledge. To secure the Obligations and for the purposes set forth in Section 1, each The Pledgor hereby:
(i) grants and hereby pledges to the Pledgee Collateral Agent, for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties, a security interest in all in, the following (collectively, the "Pledged Collateral"):
(a) All of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interests, as the case may be, or such other instruments of transfer as are acceptable to the Pledgee;
(iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of such Pledgor's right, title and interest of the Pledgor in the Equity Interests, whether now existing or hereafter arising, and to the certificates representing the shares of such Securities capital stock (such now-existing shares being identified on Exhibit A attached hereto and in and to all certificates or instruments evidencing such Securitiesmade a part hereof), all options and warrants for the purchase of additional equity interests now or hereafter held in the name of the Pledgor (all of said Equity Interests, options and warrants and all capital stock held in the name of the Pledgor as a result of the exercise of such options or warrants being hereinafter collectively referred to be held by as the Pledgee"Pledged Stock"), upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers herewith delivered to the Pledgee Collateral Agent, accompanied by stock powers in the form of Exhibit B attached hereto and made a part hereof duly executed in blank, and all dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each the Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership InterestsStock;
(b) All Additional Equity Interests (as defined below) from time to time acquired by the Pledgor from the date hereof in any manner, and the certificates representing such Additional Equity Interests (any such additional equity interests shall constitute part of the Pledged Stock and the Collateral Agent is irrevocably authorized to amend Exhibit A from time to time to reflect such additional equity interests), and all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interestwarrants, dividends, distributions, cash, instruments and other rights and other property at any time and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofof the Equity Interest or Additional Equity Interests; and
(gc) to the extent not otherwise included, all All proceeds of any or all of the foregoing.
Appears in 1 contract
Pledge. To secure the Obligations and (a) As continuing security for the purposes set forth in Section 1payment of the Secured Obligations, each the Pledgor hereby:
(i) grants hereby agrees to pledge and hereby pledges to the Pledgee a security interest in all Administrative Agent (acting for itself and for and on behalf of the Collateral Secured Parties) the Shares and the Dividends (including any Dividend owned as of the date hereof by the Pledgor) until such Pledgor;time when any and all Secured Obligations have been discharged and paid in full and until this Agreement shall be released in accordance with Clause 17 hereof or the terms of the Credit Agreement.
(iib) pledges The Administrative Agent is hereby authorised to notify the Swiss Company of all and deposits as security with the Pledgee the Securities owned by such Pledgor any rights arising under this Agreement and on the date hereof, if any, of this Agreement the Pledgor shall procure that the Swiss Company promptly registers this Pledge in the Swiss Company’s share register and executes and delivers to the Pledgee certificates or instruments thereforAdministrative Agent, duly endorsed simultaneously with the signing of this Agreement, and within seven Business Days of the issue of any future Shares, an acknowledgement of pledge and an undertaking in blank favour of the Pledgees in the case form of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interests, as the case may be, or such other instruments of transfer as are acceptable to the Pledgee;
(iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of such Pledgor's right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities), to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;Schedule 3 hereof.
(c) all This Agreement is independent of its claimsand separate from any other security or guarantee, rightsexcept the Foreign Subsidiary Guaranty, powers, privileges, authority, options, security interest, liens and remedies, if any, under which may have been given on or before the date hereof to the Administrative Agent or to the Pledgees with respect to any partnership agreement, limited liability company agreement or at law or otherwise in respect Secured Obligations. None of such Partnership Interests and/or Membership Interests;other securities shall prejudice, or be prejudiced by, or shall be merged in any way with this Agreement as defined therein.
(d) all present The Pledgor and future claims, if any, the Administrative Agent acknowledge that the Secured Obligations shall rank in accordance with the terms of the Pledgor against any Pledged Partnership Credit Agreement and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;that accordingly the security interest created by this Pledge Agreement shall secure the Secured Obligations on a first ranking basis.
(e) The Pledge includes all of such Pledgor's rights under any partnership agreement accessory rights, interest, benefits, remedies and claims appertaining to or limited liability company agreement derived from the Shares whether already existing or at law due, or to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel come into existence or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and become due in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, future including but not limited toto interest, election of remediesdistributions, dividends (subject to Clause 6 hereof) or compensation of any kind to be paid to the Pledgor as owner of the Shares, share certificates, subscription rights (including preemptive right (Vorhand-und Vorkaufsrechte) and priority subscription right (Bezugsrecht)), option rights, and liquidation proceeds as well as all securities or to give rights whatsoever which may substitute or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt may be offered in exchange for any of the foregoing, to enforce Shares whether by operation of law or execute any checks, otherwise now or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;thereafter.
(f) The supervision, observation and exercise of rights arising from calls, conversions and exchanges offers, repayments in full or in part, subscription rights, as well as all other property hereafter delivered in substitution for or in addition to any notices, offers and communications concerning the Shares shall be the responsibility of the foregoingPledgor. Provided an Enforcement Event has occurred and is continuing, all certificates and instruments representing the Administrative Agent shall be entitled but not obliged to use or evidencing exercise such other property and all cash, securities, interest, dividends, rights and other property at any time and from time or to time received, receivable or otherwise distributed in respect do such acts on behalf of or in exchange for any or all thereof; andthe Pledgor.
(g) to The Pledgor acknowledges and agrees that each entity that becomes a Secured Party after the extent not otherwise included, all proceeds date of any or all of this Agreement shall be a Pledgee under this Pledge. Such entity shall become a Pledgee on the foregoingdate on which it becomes a Secured Party under the Credit Agreement.
Appears in 1 contract
Sources: Pledge of Shares (WP Prism Inc.)
Pledge. To secure the Obligations and As security for the purposes set forth payment and performance, as the case may be, in Section 1full of the Obligations, each the Pledgor hereby:
(i) hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants and pledges to the Pledgee Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interests, as the case may be, or such other instruments of transfer as are acceptable to the Pledgee;
(iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of such Pledgor's ’s right, title and interest in, to and under:
2.1 the shares of capital stock owned by the Pledgor and listed on Schedule I hereto, and any shares of capital stock or other equity interest of any Subsidiary obtained in the future by the Pledgor, and to such Securities (and in and to all the stock certificates or instruments evidencing other securities representing all such Securities), shares or equity interests; provided that with respect to be held each Material Foreign Subsidiary whose capital stock is pledged hereunder by the PledgeePledgor, upon the Pledgor has pledged stock representing 65% of the outstanding shares of Voting Stock of such Material Foreign Subsidiary (or such lesser percentage as is owned by Pledgor) (the “Pledged Securities”);
2.2 all other Investment Property that may be delivered to, and held by, the Collateral Agent pursuant to the terms and conditions set forth in this Pledge Agreementhereof;
(iv) grants, pledges, assigns and transfers 2.3 subject to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection Section 6, all certificates and instruments representing or evidencing such other property and all dividends, cash, securities, interest, dividends, rights instruments and other property at any time and from time to time received, receivable or otherwise distributed or distributable, in respect of of, or in exchange for any or for, the Pledged Securities referred to in clauses 2.1 and 2.2 above;
2.4 subject to Section Section 6, all thereofrights and privileges of the Pledgor with respect to the Pledged Securities and other Investment Property referred to in clauses 2.1, 2.2, and 2.3 above; and
(g) to the extent not otherwise included, 2.5 all proceeds of any or all of the foregoingforegoing (the items referred to in clauses 2.1 through 2.5 being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, until the Obligations have been paid in full in cash, the Lenders have no further commitment to lend, the Letter of Credit Outstandings have been reduced to zero or fully cash collateralized in a manner satisfactory to the Issuing Bank and the Administrative Agent, and the Issuing Bank has no further obligation to issue Letters of Credit under the Credit Agreement; subject, however, to the terms, covenants and conditions hereinafter set forth. Upon delivery to the Collateral Agent pursuant to Section 3 of this Agreement, (a) all stock certificates or other securities now or hereafter included in the Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request, and (b) all other Investment Property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered.
Appears in 1 contract
Sources: Securities Collateral Pledge Agreement (Gamestop Corp)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable its Obligations, each Pledgor hereby assigns and pledges to the Pledgee;
(iii) Collateral Agent, its successors and permitted assigns, transfersfor the ratable benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor's ’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule II) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, and (D) any issued and outstanding Equity Interests of any CFC Holding Company that is not a “first tier” CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests of a Subsidiary to the extent that, as of the Issue Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Securities (and in and to all certificates Equity Interests, or instruments evidencing such Securities), to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grantsany Equity Interests of a person that is not directly or indirectly a Subsidiary, pledges, assigns and transfers as to the Pledgee all of such Pledgor's which Article 4 shall apply; (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:b)
(ai) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in debt obligations listed opposite the name of such Pledgor on Schedule II, (ii) any debt securities in respect the future issued to such Pledgor having, in the case of any Partnership Interests or Membership Interests each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Partnership and any Pledged LLC Debt Securities”); (c) subject to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 3.05 hereof, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereofother proceeds received in respect of, the securities referred to in clauses (a) and (b) above; and
(gd) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (c) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreement, the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything else contained in this Agreement in the event that Rule 3-16 of Regulation S-X under the United States Securities Act of 1933 would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) (such law, rule or regulation, as amended or replaced with another rule or regulation, “Rule 3-16”) the filing with the SEC of separate financial statements of any Subsidiary of the Company due to the fact that a security interest in such Subsidiary’s Equity Interests or other securities has been granted hereunder as security for the payment or performance of the Note Obligations, then, solely to the extent securing the Note Obligations, the Lien granted pursuant to this Agreement or any other Security Document in such Equity Interests (the “Rule 3-16 Excluded Collateral”) shall not secure, or constitute “Collateral” with respect to the Note Obligations solely to the extent necessary and only for so long as required to cause the Company and its Subsidiaries to not be subject to such requirement. In such event, the Collateral Agent may and (at the written request and expense of the Company) shall take actions, without the consent of any Secured Party, to the extent necessary to evidence such exclusion from the Lien granted hereunder in favor of the Collateral Agent of the Rule 3-16 Excluded Collateral solely with respect to the Note Obligations; provided that the Collateral Agent shall not be required to take any such action unless the Company shall have delivered to the Collateral Agent, together with such written request, a certificate of an Officer of the Company certifying that such action is permitted by the Note Documents, and any such action taken by the Collateral Agent shall be without recourse to or warranty by the Collateral Agent. In the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Rule 3-16 Excluded Collateral to secure the Note Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements for such Subsidiary of the Company, then the Equity Interest of such Subsidiary will automatically be deemed to be a part of the Collateral for the Note Obligations, to the extent otherwise required by this Agreement.
Appears in 1 contract
Pledge. To secure the Obligations and for the purposes set forth in Section 1, each The Pledgor hereby:
(i) grants and hereby pledges to the Pledgee Administrative Agent, for the benefit of the Administrative Agent, the Lenders and the other Holders, and grants to the Administrative Agent for the benefit of the Administrative Agent, the Lenders and the other Holders, a security interest in all in, the following (collectively, the "Pledged Collateral"):
(a) All of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interests, as the case may be, or such other instruments of transfer as are acceptable to the Pledgee;
(iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of such Pledgor's right, title and interest of the Pledgor in the Equity Interests, whether now existing or hereafter arising, and to the certificates representing the shares of such Securities capital stock (such now-existing shares being identified on Exhibit A attached hereto and in and to all certificates or instruments evidencing such Securitiesmade a part hereof), all options and warrants for the purchase of additional equity interests now or hereafter held in the name of the Pledgor (all of said Equity Interests, options and warrants and all capital stock held in the name of the Pledgor as a result of the exercise of such options or warrants being hereinafter collectively referred to be held by as the Pledgee"Pledged Stock"), upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers herewith delivered to the Pledgee Administrative Agent accompanied by stock powers in the form of Exhibit C attached hereto and made a part hereof duly executed in blank, and all dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each the Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership InterestsStock;
(b) all other payments due or All additional equity interests from time to become due to such time acquired by the Pledgor in respect any manner, and the certificates representing such additional equity interests (any such additional equity interests shall constitute part of the Pledged Stock and the Administrative Agent is irrevocably authorized to amend Exhibit A from time to time to reflect such Partnership Interests and/or Membership Interestsadditional equity interests), whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) and all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interestwarrants, dividends, distributions, cash, instruments and other rights and other property at any time and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofof such equity interests;
(c) the Indebtedness evidenced by the promissory notes and instruments listed on Exhibit B attached hereto (the "Pledged Indebtedness"), and the promissory notes or instruments evidencing the Pledged Indebtedness, and all interest, cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of the Pledged Indebtedness;
(d) all additional Indebtedness arising after the date hereof and owing to the Pledgor and evidenced by promissory notes or other instruments, together with such promissory notes and instruments, and all interest, cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of that Pledged Indebtedness;
(e) The property and interests in property described in Section 4 below; and
(gf) to the extent not otherwise included, all All proceeds of any or all of the foregoing.
Appears in 1 contract
Pledge. To secure 2.1 The Pledgor hereby pledges to the Obligations and for the purposes set forth in Section 1, each Pledgor herebyPledgees:
(ia) grants all present, conditional and pledges to future claims including the Pledgee a security interest in all account balances (▇▇▇▇▇▇) of the Collateral owned by such Pledgor;
current accounts (ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership InterestsKontokorrentkonten), as the case may be, or such other instruments and all respective rights of transfer as are acceptable to the Pledgee;
(iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee Pledgor arising under all of such Pledgor's rightits accounts, title and interest including the bank accounts listed in and to such Securities (and in and to all certificates or instruments evidencing such Securities), to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests Schedule 1 hereto and all of such Pledgor's right, title and interest accounts which will be mentioned in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions relevant Account Lists pursuant to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership InterestsClause 4;
(b) all securities and other payments due instruments including all secondary rights, in particular the rights from interest and profit share coupons, which are or will in the future be credited into the custody accounts mentioned in Schedule 1 hereto; (each right of the Pledgees created hereunder is hereinafter referred to become due as a “Pledge”).
2.2 Excluded from the Pledge is the Shareholder’s Account.
2.3 The Original Pledgee hereby accepts its Pledges for itself.
2.4 For the purpose of the Pledges the Pledgor hereby assigns to such the Pledgees its claims for possession regarding the items listed in Clause 2.1(b) above against the account holding bank. If order papers (Orderpapiere) are deposited or will be deposited in the deposit of security mentioned under Clause 2.1(b) the Pledgor in respect of such Partnership Interests and/or Membership Interestsorder papers will be provided with a blank endorsement, whether if it has not been provided with such blank endorsement already.
2.5 The Pledgor undertakes to notify the Account Bank and any other relevant third party of the Pledges in substantially the form set out in Schedule 4 attached to this Agreement without undue delay requesting to acknowledge receipt of the notification of and acceptance of the terms thereof to the Security Agent.
(a) Upon transfer or assignment (including by way of assumption (Vertragsübernahme)) of all or part of the Secured Obligations by a Pledgee the Pledges created hereunder shall transfer by operation of law pursuant to para. 401 BGB. In the event that for any reason such transfer by operation of law is not totally effective then the Security Agent shall, and hereby does accept, as representative without power of attorney (Vertreter ohne Vertretungsmacht), the respective Pledges for and on behalf of each Future Pledgee. Each Future Pledgee ratifies and confirms the declarations and acts so made by the Security Agent on its behalf by accepting the transfer or assignment (including by way of novation or assumption (Vertragsübernahme)) of the Secured Obligations (or part of them) from a Pledgee. Upon such ratification (Genehmigung) such Future Pledgee becomes a party to this Agreement, it being understood that any future or conditional claim (zukünftiger oder bedingter Anspruch) of such Future Pledgee arising under any partnership agreement, limited liability company agreement or otherwise, whether the Secured Obligations shall be secured by the Pledges constituted hereunder.
(b) All parties hereby confirm that the validity of the Pledges granted hereunder shall not be affected by the Security Agent acting as contractual obligations, damages, insurance proceeds or otherwise;representative without power of attorney for each Future Pledgee.
(c) all The Pledgor herewith authorises the Security Agent to notify the identity of its claimssuch Future Pledgee and the new pledges created pursuant to Clause 2.6(a) above to the Pledgor and the Account Bank. Upon request of the Security Agent, rightsthe Pledgor shall without undue delay give such notice and provide the Security Agent with a copy thereof.
2.7 The validity and effect of each of the Pledges shall be independent from the validity and the effect of the other Pledges created hereunder. The Pledges to each of the Pledgees shall be separate and individual pledges ranking pari passu with the other Pledges created hereunder.
2.8 Each of the Pledges is in addition, powersand without prejudice, privileges, authority, options, to any other security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement a Pledgee may now or at law or otherwise hereafter hold in respect of such Partnership Interests and/or Membership Interests;the Secured Obligations.
(d) all present 2.9 The Pledgor is not entitled to demand the delivery of interest and future claims, if any, profit share coupons with regard to securities which are pledged hereunder other than provided in Clause 10.5.1 of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(g) to the extent not otherwise included, all proceeds of any or all of the foregoingFacility Agreement.
Appears in 1 contract
Sources: Project Facility Agreement (Mercer International Inc.)
Pledge. To secure Notwithstanding the Obligations amendment and for restatement of the purposes set forth in Section 1Original Credit Agreement on the Third Amendment Effective Date pursuant to the Credit Agreement or any other Third Amendment Transactions, each Pledgor hereby:
Existing Grantor hereby confirms that the Existing Collateral Agreement and all Pledged Collateral (ias defined therein) grants and pledges encumbered thereby will continue to secure, to the Pledgee a security interest in all of fullest extent permitted under applicable law and as contemplated by this Agreement, the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, in full of the Secured Obligations, whether now or such hereafter existing under or in respect of the Credit Agreement or any other instruments Loan Document. The Grantors also hereby amend and restate their pledge and assignment, and grant of transfer security interest, in its entirety as are acceptable follows: As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Pledgee;
(iii) Administrative Agent, its successors and assigns, transfersfor the benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Pledgor's Grantor’s right, title and interest in, to and under (a) (i) the shares of capital stock and other Equity Interests owned by such Grantor in any subsidiary of Holdings, including those listed opposite the name of such Grantor on Schedule II hereto, (ii) any other Equity Interests obtained in the future by such Grantor in any subsidiary of Holdings and to such Securities (and in and to all iii) the certificates or other instruments evidencing representing all such SecuritiesEquity Interests (if any) together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank (collectively, the “Pledged Equity Interests”); provided that the Pledged Equity Interests shall not include (A) Equity Interests of any Person (other than a Wholly Owned Restricted Subsidiary), to be held the extent the pledge thereof to the Administrative Agent is not permitted by the Pledgeeterms of such Person’s organizational or joint venture documents, upon (B) voting Equity Interests constituting an amount greater than 65% of the terms and conditions set forth in this Pledge Agreement;
total voting Equity Interests of any Foreign Subsidiary, (ivC) grantsEquity Interests of any Subsidiary that are held directly by a Foreign Subsidiary, pledges(D) any Equity Interest with respect to which Borrower, assigns and transfers with the written consent of the Administrative Agent (not to be unreasonably withheld or delayed), shall have provided to the Pledgee all Administrative Agent a certificate of a Financial Officer to the effect that, based on advice of outside counsel or tax advisors of national recognition, the pledge of such Pledgor's Equity Interest hereunder would result in adverse tax consequences to Holdings, any Intermediate Parent, the Borrower and its Restricted Subsidiaries (xother than on account of any Taxes payable in connection with filings, recordings, registrations, stampings and any similar acts in connection with the creation or perfection of the Liens granted hereunder) Partnership Interests that shall have been determined by Borrower to be material to Holdings, any Intermediate Parent, the Borrower and all its Restricted Subsidiaries, (E) any Equity Interest if, to the extent and for so long as the pledge of such Pledgor's right, title and interest Equity Interest hereunder is prohibited by any applicable Requirements of Law (other than to the extent that any such prohibition would be rendered ineffective pursuant to the UCC or any other applicable Requirements of Law); provided that such Equity Interest shall cease to be an Excluded Equity Interest at such time as such prohibition ceases to be in each Pledged Partnership effect and (yF) Membership any Equity Interest that the Borrower and the Administrative Agent shall have agreed in writing to treat as an Excluded Equity Interest for purposes hereof on account of the cost of pledging such Equity Interest hereunder (including any adverse tax consequences to Holdings, any Intermediate Parent, the Borrower and the Subsidiaries resulting therefrom) being excessive in view of the benefits to be obtained by the Secured Parties therefrom (the Equity Interests and all excluded pursuant to clauses (A) through (F) above being referred to as the “Excluded Equity Interests”); (b)(i) the debt securities owned by such Grantor, including those listed opposite the name of such Pledgor's rightGrantor on Schedule II hereto, title (ii) any debt securities in the future issued to or otherwise acquired by such Grantor and interest in each Pledged LLC(iii) the promissory notes and any other instruments evidencing all such debt securities, in the case of each case includingof subclauses (i), without limitation:
(aii) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect (iii) of such Partnership Interests and/or Membership Interests;
this clause (b) all other payments due or ), to become due to such Pledgor in respect the extent issued by any subsidiary of such Partnership Interests and/or Membership InterestsHoldings (collectively, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of its claims, rights, powers, privileges, authority, options, security interest, liens this Section 2.01 and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
Section 2.02; (d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law subject to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 2.05, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (e) subject to Section 2.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of any or all thereof; and
(g) of the foregoing to the extent not otherwise included, all proceeds of any or all of such Proceeds would constitute property referred to in clauses (a) through (e) above (the foregoingitems referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”).
Appears in 1 contract
Sources: Collateral Agreement (Endurance International Group Holdings, Inc.)
Pledge. To secure the Obligations prompt and for complete payment and performance of the purposes set forth in Section 1Liabilities when due and, as applicable, the obligations of any Pledgee under any guaranty thereof, each Pledgor hereby:
(i) pledges, hypothecates, assigns, transfers, sets over and delivers unto the Pledgee and grants and pledges to the Pledgee a continuing security interest in and to the following (hereinafter collectively called the "Collateral"):
(a) all of the Collateral owned by such Pledgor;
(ii) pledges Ownership Interests now held and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank hereafter acquired by such Pledgor in any of the case Pledgors, and each of Stocktheir respective Subsidiaries (other than current and future Subsidiaries of VSK Electronics), Partnership at any time, including, without limitation, those Ownership Interests or Membership set forth on Schedule 2(a) attached hereto, and any certificates representing such Ownership Interests, all of the right, title and interest of such Pledgor in, to and under its respective percentage interest, shares or units as an owner of any of the case may bePledgors, and each of their respective Subsidiaries (other than current and future Subsidiaries of VSK Electronics), and all investment property in respect of such Ownership Interests, including, without limitation, such Pledgor's interests in (or allocations of) the profits, losses, income, gains, deductions, credits or similar items of any of the Pledgors, or such any of their respective Subsidiaries (other instruments than current and future Subsidiaries of transfer as are acceptable VSK Electronics), and the right to receive dividends or distributions of any of the Pledgee;
Pledgors, or any of their respective Subsidiaries (iii) assignsother than current and future Subsidiaries of VSK Electronics), transferscash, hypothecatesother property, mortgagesassets, charges and sets over to all options and warrants for the Pledgee purchase of Ownership Interests, all of such Pledgor's rightrights, title and interests to receive payments of principal and interest in and on any loans and/or other extensions of credit made by such Pledgor or its affiliates to such Securities (and in and to all certificates or instruments evidencing such Securities)Pledgors, to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests voting rights, whether now existing or hereafter arising, whether arising under the terms of the articles, bylaws, the certificate of formation, the limited liability company agreement or any of the other organization documents of the Pledgors, at law or in equity, or otherwise and any and all of such Pledgor's rightthe proceeds thereof (all of said Ownership Interests, title certificates and interest in each warrants being hereinafter collectively referred to as the "Pledged Partnership and (y) Membership Interests Interests"), and all of such Pledgor's rightdistributions, title and interest in each Pledged LLCcash, in each case includinginstruments, without limitation:
(a) all the capital thereof and its interest in all profits, losses investment property and other distributions property from time to which such Pledgor shall at any time be entitled received, receivable or otherwise distributed in respect of, or in exchange for, any or all of such Partnership Interests and/or Membership the Pledged Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered to the Pledgee by such Pledgor in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(gc) to the extent not otherwise included, all products and proceeds of any or all of the foregoing; TO HAVE AND TO HOLD the Collateral, together with all rights, titles, interests, privileges and preferences appertaining or incidental thereto, unto the Pledgee forever, subject, however, to the terms, covenants and conditions hereafter set forth. Notwithstanding the foregoing to the contrary, each Pledgor hereby agrees to execute and deliver or cause its Subsidiaries to execute and deliver, to Pledgee, upon its request from time to time, (i) a separate Share Pledge Agreement in the form attached as Exhibit 5B to the Loan Agreement with respect to the pledge of shares of any Subsidiary of the Company that is a Belgian company (other than current and future Subsidiaries of VSK Electronics) (each, a "Belgian Share Pledge Agreement") and (ii) a separate Deed of Charge over Shares in a form acceptable to Pledgee with respect to the pledge of shares of any Subsidiary of the Company that is a company formed under the laws of England and Wales (each, a "UK Share Pledge Agreement"). In the case of any conflict between this Agreement and any such Belgian Share Pledge Agreement or UK Share Pledge Agreement, the provisions of such Belgian Share Pledge Agreement or UK Share Pledge Agreement, as applicable, shall take priority over the provisions of this Agreement.
Appears in 1 contract
Sources: Loan and Security Agreement (Allied Defense Group Inc)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable the Obligations, each Pledgor hereby assigns and pledges to the Pledgee;
(iii) Applicable Representative, its successors and permitted assigns, transfersfor the ratable benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Applicable Representative, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and confirms its prior grants to the Applicable Representative for the benefit of the Secured Parties in existence at the time of such grants, a security interest in all of such Pledgor's ’s right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule II) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or (B) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement need not be held satisfied by reason of Section 5.10(g) of the PledgeeCredit Agreement, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers any Equity Interests of a Subsidiary to the Pledgee all extent that, as of the Closing Date, and for so long as, such a pledge of such Pledgor's (x) Partnership Equity Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due would violate a contractual obligation binding on or to become due relating to such Pledgor in respect of such Partnership Interests and/or Membership Equity Interests, whether under or (v) any partnership agreement, limited liability company agreement Equity Interests of a person that is not directly or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
indirectly a Subsidiary; (cb)(i) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in debt obligations listed opposite the name of such Pledgor on Schedule II, (ii) any debt securities in respect the future issued to such Pledgor having, in the case of any Partnership Interests or Membership Interests each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Partnership and any Pledged LLC Debt Securities”); (c) subject to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 3.05 hereof, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereofother proceeds received in respect of, the securities referred to in clauses (a) and (b) above; and
(gd) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). Notwithstanding anything else contained in this Agreement, to the extent this paragraph is expressly made applicable with respect to any Senior Secured Note Obligations pursuant to the terms of any Senior Secured Note Indenture, in the event that Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended (“Rule 3-16”), as amended, modified or interpreted by the Securities Exchange Commission (“SEC”), would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Borrowers due to the fact that such Subsidiary’s Equity Interests secure the Senior Secured Note Obligations affected thereby, then the Equity Interests of such Subsidiary (the “Rule 3-16 Excluded Collateral”) will automatically be deemed not to be part of the Collateral securing the relevant Senior Secured Note Obligations affected thereby but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the Lien on the Rule 3-16 Excluded Collateral in favor of the Applicable Representative with respect to the relevant Senior Secured Note Obligations only. In the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Rule 3-16 Excluded Collateral to secure the Senior Secured Note Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests of such Subsidiary will automatically be deemed to be a part of the Collateral for the relevant Senior Secured Note Obligations. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, nothing in this paragraph shall limit the pledge of such Equity Interests and other securities from securing the Obligations (other than the Senior Secured Note Obligations) at all relevant times or from securing any Senior Secured Note Obligations that are not in respect of securities subject to regulation by the SEC. To the extent any proceeds of any collection or sale of Equity Interests deemed by this paragraph to no longer constitute part of the Collateral for the relevant Senior Secured Note Obligations are to be applied by the Applicable Representative in accordance with Section 5.02 hereof, such proceeds shall, notwithstanding the terms of Section 5.02 and the First Lien Intercreditor Agreement, not be applied to the payment of such Senior Secured Note Obligations. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Applicable Representative, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (RBS Global Inc)
Pledge. To secure the Obligations and As security for the purposes set forth payment and performance, as the case may be, in Section 1full of the Obligations, each Pledgor hereby:
(i) hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants and pledges to the Pledgee Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interests, as the case may be, or such other instruments of transfer as are acceptable to the Pledgee;
(iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of such Pledgor's ’s right, title and interest in, to and under (a) the shares of capital stock, membership interests or other equity interests owned by it as of the date hereof all of which are listed on Schedule II hereto and any shares of capital stock, membership interests or other equity interests obtained in the future by the Pledgor and the certificates representing all such shares, membership interests or other equity interests (the “Pledged Interests”); provided that the Pledged Interests shall not include (i) more than 65% of the issued and outstanding shares of voting stock of any Foreign Subsidiary, (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors’ qualifying shares, such Securities qualifying shares, (iii) shares of capital stock, membership interests or other equity interests owned by SunCom Wireless Investment other than the capital stock of the Borrower owned by it and (iv) shares of capital stock, membership interests or other equity interests of Triton License Newco, LLC at any time from or after the First Closing (as defined in the Exchange Agreement) or of Triton Network SMLLC, LLC at any time; (b)(i) the debt securities owned by it as of the date hereof all of which are listed opposite the name of the Pledgor on Schedule II hereto, (ii) any debt securities in the future issued to the Pledgor and to all certificates or (iii) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities”), to be ; provided that the Pledged Debt Securities shall not include debt securities held or owned by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
SunCom Wireless Investment (c) all of its claims, rights, powers, privileges, authority, options, security interest, liens other property that may be delivered to and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
held by the Collateral Agent pursuant to the terms hereof; (d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law subject to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 6, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or upon the conversion of, the securities referred to in clauses (a) and (b) above; (e) subject to Section 6, all thereof; and
(g) rights and privileges of the Pledgor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Collateral”). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. Notwithstanding anything to the contrary contained herein, no property or asset of SunCom Wireless Investment shall be, or be deemed to be, Collateral for any purposes of this Agreement, the Term Loan Agreement or any other Loan Document, other than the capital stock of the Borrower owned by SunCom Wireless Investment. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Anything contained in this Agreement to the contrary notwithstanding, the obligations secured by the pledge made by each Pledgor hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such Pledgor’s pledge hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any provisions of applicable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Pledgor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Pledgor (a) in respect of intercompany indebtedness to the Borrower or Affiliates of the Borrower to the extent that such indebtedness would be discharged in an amount equal to the amount of the obligations secured by the pledge made by such Pledgor hereunder and (b) under any Guarantee of senior unsecured indebtedness or Indebtedness subordinated in right of payment to the Obligations which Guarantee contains a limitation as to maximum amount similar to that set forth in this paragraph, pursuant to which the liability of such Pledgor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such Pledgor pursuant to (i) applicable law or (ii) any agreement providing for an equitable allocation among such Pledgor and other Affiliates of the Borrower of obligations arising under Guarantees by such parties (including the Indemnity, Subrogation and Contribution Agreement).
Appears in 1 contract
Pledge. (a) To secure the all Obligations of such Pledgor and for the purposes set forth in Section 1I hereof, each Pledgor hereby:
: (i) grants and pledges to the Pledgee a first priority security interest in all of the Collateral owned by such Pledgor;
Pledgor- (ii) pledges and deposits as security with the Pledgee the certificate Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee all certificates or instruments therefor, duly endorsed in blank in the case of Notes and if any, accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interests, as the case may be, or such other instruments of transfer as are reasonably acceptable to the Pledgee;
; (iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of such Pledgor's right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities), to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
; (iv) grants, pledges, transfers and assigns and transfers to the Pledgee all of such Pledgor's Limited Liability Company Interests (xand delivers any certificates or instruments evidencing such limited liability company or membership interests, duly endorsed in blank) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of limited liability company to which such Pledgor's rightinterests relate, title and interest in each Pledged LLCwhether now existing or hereafter acquired, in each case including, without limitation:
(aA) all the capital thereof and its interest in all profits, losses losses, Limited Liability Company Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Limited Liability Company Interests;
(bB) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Limited Liability Company Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(cC) all of its claims, rights, powers, privileges, authority, options, security interestinterests, liens and remedies, if any, under any partnership agreement, limited liability company agreement or operating agreement, or at law or otherwise in respect of such Partnership Limited Liability Company Interests and/or Membership Interests(except any rights as managing member of a limited liability company which is not a Wholly- Owned Subsidiary, to the extent the applicable limited liability company agreement or operating agreement prohibits a pledge of such rights);
(dD) all present and future claims, if any, of the such Pledgor against any Pledged Partnership and any Pledged LLC Limited Liability Company for moneys loaned or advanced, for services rendered or otherwise;
(eE) subject to Section 5 hereof, all of such Pledgor's rights under any partnership agreement or limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Limited Liability Company Interest (except any rights as managing member of a limited liability company which is not a Wholly-Owned Subsidiary, to the Partnership Interests and/or Membership Interestsextent the applicable limited liability company agreement or operating agreement prohibits a pledge of such rights), including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests such Limited Liability Company Interest and any Pledged Limited Liability Company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver of approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Assets, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; and
(G) to the extent not otherwise included, all proceeds of any or all of the foregoing; and (v) transfers and assigns to the Pledgee such Pledgor's Partnership Interests (and delivers any certificates or instruments evidencing such partnership interests, duly endorsed in blank) and all of such Pledgor's right, title and interest in each Pledged Partnership including, without limitation:
(A) all of the capital thereof and its interest in all profits, losses, Partnership Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of any such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interests (except any rights as general partner of a limited partnership which is not a Wholly-Owned Subsidiary, to the extent the applicable partnership agreement prohibits a pledge of such rights);
(D) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) subject to Section 5 hereof, all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest (except any rights as general partner of a limited partnership which is not a Wholly-Owned Subsidiary, to the extent the applicable partnership agreement prohibits a pledge of such rights), including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged LLC Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, enforce collect or receipt for any of the foregoingforegoing or for any Partnership Assets, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(fF) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; , and
(gG) to the extent not otherwise included, all proceeds of any or all of the foregoing.
(a) As used herein, the term "Limited Liability Company Assets" shall mean all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all limited liability company capital and interests in other limited liability companies), at any time owned by any Pledged Limited Liability Company.
Appears in 1 contract
Sources: Pledge and Security Agreement (HMH HPT Courtyard Inc)
Pledge. To secure As collateral security for the Obligations prompt and complete payment of all Obligations, each Pledgor hereby pledges to Administrative Agent (for its benefit and for the purposes set forth in Section 1, each Pledgor hereby:
(ibenefit of Lenders) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interests, as the case may be, or such other instruments of transfer as are acceptable to the Pledgee;
(iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of such Pledgor's its right, title and interest in and to (a) all of the issued and outstanding capital stock, limited liability company interests, membership interests, limited partnership interests or other equity interests and any and all other investment property which such Securities Pledgor now holds or hereafter acquires in the issuers as listed on Exhibit A attached hereto and made a part hereof (which Exhibit shall be and shall be deemed to be updated (i) upon the issuance by any such issuer of any additional capital stock, limited liability company interests, membership interests, limited partnership interests or equity interests now or hereinafter acquired and (ii) in accordance with Section 14) (the “Domestic Pledged Interests”) and (b) sixty-five percent (65%) of the issued and outstanding capital stock, limited liability company interests, membership interests, unlimited liability company interests, limited partnership interests or other equity interests and any and all other investment property which such Pledgor now holds or hereafter acquires in the issuers as listed on Exhibit B attached hereto and made a part hereof (which Exhibit shall be and shall be deemed to all certificates be updated upon the issuance by any such issuer of any additional capital stock, limited liability company interests, membership interests, unlimited liability company interests, limited partnership interests or instruments evidencing such Securitiesequity interests now or hereinafter acquired and (ii) in accordance with Section 14) (the “Foreign Pledged Interests”, and collectively with the Domestic Pledged Interests, the “Pledged Interests”), and hereby grants to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's Administrative Agent a continuing enforceable first Lien on its right, title and interest in each and to the Pledged Partnership and (y) Membership Interests Interests, the interest thereon and all of such Pledgor's rightproducts, title and interest in each Pledged LLCproceeds, in each case includingsubstitutions, without limitation:
(a) all the capital thereof and its interest in all profitsadditions, losses dividends and other distributions (subject to which such Pledgor shall at any time be entitled the terms of the Credit Agreement) in respect thereof, and all books, records, and papers relating to the foregoing (all of such Partnership Interests and/or Membership Interests;
(b) all other payments due or which are referred to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreementherein as the “Collateral”). The membership interest certificates, limited liability company agreement interest certificates, unlimited liability company interest certificates, limited partnership interest certificates or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) capital stock certificates collectively representing all of its claimsthe Pledged Interests now or hereinafter acquired, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreementtogether with a transfer power in substantially the form of Exhibit C hereto with respect to each such membership interest certificate, limited liability company agreement interest certificate, unlimited liability company interest certificate, limited partnership interest certificate or at law or otherwise capital stock certificate duly signed in respect blank by each Pledgor, as transferor, shall be delivered by each Pledgor to Administrative Agent (for its benefit and for the benefit of such Partnership Interests and/or Membership Interests;
(dLenders) all present contemporaneously with the execution of this Pledge Agreement and future claimswith any acquisition of additional membership interests, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement interests, unlimited liability company interests, limited partnership interests or at law to exercise and enforce every rightshares of capital stock by each Pledgor that is represented by a new membership interest certificate, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreementinterest certificate, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests unlimited liability company interest certificate, limited partnership interest certificate or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(g) to the extent not otherwise included, all proceeds of any or all of the foregoingstock certificate.
Appears in 1 contract
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable the Secured Obligations, each Grantor hereby assigns and pledges to the Pledgee;
(iii) Collateral Agent and its permitted successors and assigns, transfersfor the benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Collateral Agent and its permitted successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Pledgor's Grantor’s right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests under any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor's Grantor or in which such Grantor now has or at any time in the future may acquire any right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitationor interest:
(a) all (i) the shares of capital thereof and its interest in all profits, losses stock and other distributions to which Equity Interests owned by such Pledgor shall at Grantor in the Borrower, any time be entitled in respect Subsidiary or other Person, including those listed opposite the name of such Partnership Grantor on Schedule I hereto, (ii) any other Equity Interests and/or Membership obtained in the future by such Grantor in the Borrower, any Subsidiary or other Person and (iii) the certificates or other instruments representing all such capital stock and other Equity Interests (if any), together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank (collectively, the “Pledged Equity Interests”); provided that the Pledged Equity Interests shall not include any Excluded Assets;
(i) the promissory notes and debt securities owned by such Grantor, including those listed opposite the name of such Grantor on Schedule I hereto, (ii) any promissory notes or other debt securities in the future issued to or otherwise acquired by such Grantor and (iii) the promissory notes and any other instruments evidencing all such promissory notes and debt securities, in the case of each of subclauses (i), (ii) and (iii) of this clause (b) all other payments due or to become due to (collectively, the “Pledged Debt Securities”); provided that, such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under Pledged Debt Securities shall not include any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwiseExcluded Assets;
(c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of its claims, rights, powers, privileges, authority, options, security interest, liens this Section 2.01 and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership InterestsSection 2.02;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law subject to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 2.05, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereofother Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, unless such instrument or property constitutes an Excluded Asset;
(e) subject to Section 2.05, all rights and privileges of such Grantor with respect to the securities, instruments and other property referred to in clauses (a), (b), (c) and (d) above; and
(gf) to the extent not otherwise included, all proceeds Proceeds of any or all of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). Notwithstanding the foregoing, in no event shall the pledge hereunder attach to any Excluded Assets.
Appears in 1 contract
Sources: Collateral Agreement (American Public Education Inc)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable the Secured Obligations, each Grantor hereby assigns and pledges to the Pledgee;
(iii) Administrative Agent, its successors and assigns, transfersfor the benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor's Grantor’s right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to be held by and under (a)(i) the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all shares of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses stock and other distributions to which such Pledgor shall Equity Interests now owned or at any time be entitled in respect hereafter acquired by such Grantor, including those set forth opposite the name of such Partnership Grantor on Schedule II, and (ii) all certificates and any other instruments representing all such Equity Interests and/or Membership (collectively, the “Pledged Equity Interests;”), provided that the Pledged Equity Interests shall not include (A) more than 65% of the outstanding voting Equity Interests in any CFC Holding Company, (B) more than 65% of the outstanding voting Equity Interests of any “first-tier” CFC or any of the outstanding Equity Interests in any other CFC and (C) Equity Interests in any Person that is not a Subsidiary, to the extent, in the case of this clause (C), such assignment, pledge and grant requires, pursuant to the constituent documents of such Person or any related joint venture, shareholder or like agreement binding on any shareholder, partner or member of such Person, the consent of any governing body, shareholder, partner or member of such Person (other than of the Borrower or any of its Affiliates) and such consent shall not have been obtained (the Equity Interests so excluded under clauses (A), (B) and (C) above being collectively referred to herein as the “Excluded Equity Interests”); (b)
(bi) all other payments due the debt securities and instruments now owned or to become due to at any time hereafter acquired by such Pledgor in respect Grantor, including those listed opposite the name of such Partnership Interests and/or Membership InterestsGrantor on Schedule II, whether under and (ii) the promissory notes and any partnership agreementother instruments evidencing all such debt securities (collectively, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of its claims, rights, powers, privileges, authority, options, security interest, liens this Section 3.01 and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
Section 3.02; (d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law subject to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 3.05, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereofother Proceeds received in respect of, the property referred to in clauses (a) and (b) above; and
(ge) subject to Section 3.05, all rights and privileges of such Grantor with respect to the extent not otherwise includedproperty referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds Proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”).
Appears in 1 contract
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable the Obligations, each Pledgor hereby assigns and pledges to the Pledgee;
(iii) Collateral Agent, its successors and assigns, transfersfor the ratable benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor's ’s right, title and interest in, to and under (a) in the case of each Pledgor that is a Guarantor, the shares of capital stock and to other Equity Interests owned by it, including those listed on Schedule II and any other Equity Interests obtained in the future by such Securities Guarantor and the certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) more than 65% of the issued and in outstanding voting Equity Interests of any Foreign Subsidiary (other than ▇▇▇▇▇, of which all the issued and to all certificates or instruments evidencing such Securitiesoutstanding Equity Interests will be pledged), (ii) to the extent applicable law requires that a Subsidiary of such Guarantor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement need not be held satisfied by reason of Section 5.10(h) of the PledgeeCredit Agreement, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers any Equity Interests of a Subsidiary to the Pledgee all extent that, as of the Closing Date, and for so long as, such a pledge of such Pledgor's Equity Interests would violate a contractual obligation binding on such Equity Interests, (xv) Partnership any Equity Interests of a Subsidiary of a Guarantor acquired after the Closing Date pursuant to Section 6.04(j) of the Credit Agreement if, and all to the extent that, and for so long as, (A) a pledge of such Pledgor's right, title and interest in each Pledged Partnership Equity Interests would violate applicable law or any contractual obligation binding upon such Subsidiary and (yB) Membership Interests such law or obligation existed at the time of the acquisition thereof and all was not created or made binding upon such Subsidiary in contemplation of or in connection with the acquisition of such Pledgor's rightSubsidiary (provided, title and interest that the foregoing clause (B) shall not apply in each Pledged LLC, in each the case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interestsa joint venture, including a joint venture that is a Subsidiary) or (vi) any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf Equity Interests of and in a person that is not a Subsidiary; (b)(i) the debt securities listed opposite the name of such Pledgor on Schedule II, (ii) any debt securities in respect of any Partnership Interests or Membership Interests the future issued to such Pledgor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Partnership and any Pledged LLC Debt Securities”); (c) subject to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 3.06, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereofother proceeds received in respect of, the securities referred to in clauses (a) and (b) above; and
(gd) subject to Section 3.06, all rights and privileges of such Pledgor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: u.s. Guarantee and Collateral Agreement (TRW Automotive Holdings Corp)
Pledge. To secure the Obligations and for the purposes set ------ forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interests, as the case may be, or such other instruments of transfer as are acceptable to the Pledgee;
(iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of such Pledgor's right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities), to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests Interest and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests Interest and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests Interest and/or Membership InterestsInterest;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests Interest and/or Membership InterestsInterest, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests Interest and/or Membership InterestsInterest;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests Interest and/or Membership InterestsInterest, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests Interest or Membership Interests Interest and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(g) to the extent not otherwise included, all proceeds of any or all of the foregoing.
Appears in 1 contract
Pledge. To secure the Obligations and As security for the purposes set forth payment and performance, as the case may be, in Section 1full of the Term Loan Obligations, each Pledgor hereby:
(i) hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants and pledges to the Pledgee Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties that are Term Lenders, a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interests, as the case may be, or such other instruments of transfer as are acceptable to the Pledgee;
(iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of such Pledgor's ’s right, title and interest in, to and under (a) the shares of capital stock owned by it and listed on Schedule II hereto and any shares of capital stock of any Subsidiary obtained in the future by the Pledgor and the certificates representing all such shares (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of voting stock of any Foreign Subsidiary or (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors’ qualifying shares, such Securities qualifying shares; (b)
(i) the debt securities listed opposite the name of the Pledgor on Schedule II hereto, (ii) any debt securities in the future issued to the Pledgor and in (iii) the promissory notes and to all certificates or any other instruments evidencing such debt securities (the “Pledged Debt Securities”), to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
; (c) all of its claims, rights, powers, privileges, authority, options, security interest, liens other property that may be delivered to and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
held by the Collateral Agent pursuant to the terms hereof; (d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law subject to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 5, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or upon the conversion of the securities referred to in clauses (a) and (b) above; (e) subject to Section 5, all thereof; and
(g) rights and privileges of the Pledgor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any of the foregoing (all the foregoing, collectively, the “Collateral”). In addition, as security for the payment or performance, as the case may be, in full of the Other Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of the Pledgor’s right, title and interest in, to and under the Collateral; provided that the Liens granted pursuant to this sentence shall be subject and subordinate to the Liens granted to secure the Term Loan Obligations pursuant to the immediately preceding sentence. Notwithstanding the foregoing, (i) subject to clause (iv) below, all the Collateral shall ratably secure all the Obligations (other than Obligations constituting Exempted Indebtedness), (ii) subject to clause (iv) below, all the Unrestricted Collateral shall also ratably secure the Obligations that constitute Exempted Indebtedness, (iii) subject to clause (iv) below, all the Restricted Collateral shall also secure the Restricted Secured Indebtedness and (iv) the foregoing clauses shall not be construed to affect the priority of the Liens granted hereunder securing Term Loan Obligations over the Liens granted hereunder to secure Other Obligations, to the extent such Obligations are secured by the same Collateral after giving effect to the foregoing clauses. Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties (subject to the priorities and limitations set forth above), forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable the Obligations, each Grantor hereby assigns and pledges to the Pledgee;
(iii) Administrative Agent, its successors and assigns, transfersfor the benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Pledgor's Grantor’s right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to be held by and under (a)(i) the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all shares of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses stock and other distributions to which such Pledgor shall Equity Interests now owned or at any time hereafter acquired by such Grantor that are and for so long as they are Principal Property Collateral and (ii) all certificates and any other instruments representing all such Equity Interests (collectively, the “Pledged Equity Interests”); provided that the Pledged Equity Interests shall not include (A) 66 % or more of the issued and outstanding voting Equity Interests of any CFC; (B) any Equity Interests if, to the extent, and for so long as, the grant of a Lien thereon to secure the Obligations is prohibited by any Requirements of Law (other than to the extent that any such prohibition would be entitled rendered ineffective pursuant to the New York UCC or any other applicable Requirements of Law); provided that such Equity Interest shall cease to be an Excluded Equity Interest at such time as such prohibition ceases to be in respect effect; (C) Equity Interests in any Person other than wholly owned Subsidiaries to the extent, and for so long as, not permitted by the terms of such Partnership Subsidiary’s organizational or joint venture documents; provided that such Equity Interest shall cease to be an Excluded Equity Interest at such time as such prohibition ceases to be in effect; (D) Equity Interests and/or Membership of NCR Middle East Limited so long as, and only to the extent that, the pledge of such Equity Interests would result in a change of control default under the existing contract to which NCR Middle East Limited is a party on the Effective Date, as disclosed to the Administrative Agent; provided that such Equity Interest shall cease to be an Excluded Equity Interest at such time as such prohibition ceases to be in effect or (E) any Equity Interest if, to the extent, and for so long as, the Administrative Agent and the Borrower shall have agreed in writing to treat such Equity Interest as an Excluded Equity Interest on account of the cost of pledging such Equity Interest hereunder (taking into account any adverse tax consequences to the Borrower and the Subsidiaries (including the imposition of withholding or other material taxes)) being excessive in view of the benefits to be obtained by the Lenders therefrom (the Equity Interests excluded pursuant to clauses (A) through (E) above being referred to as the “Excluded Equity Interests;
”); (b) all other payments due or property that may be delivered to become due and held by the Administrative Agent pursuant to such Pledgor in respect the terms of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
this Section 2.01 and Section 2.02; (c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law subject to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 2.06, all certificates and instruments representing or evidencing such other property and all dividends, cash, securities, interest, dividends, rights instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereofother Proceeds received in respect of, the securities referred to in clause (a) above; and
(gd) subject to Section 2.06, all rights and privileges of such Grantor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds Proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Collateral”).
Appears in 1 contract
Sources: Credit Agreement (NCR Corp)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable the Canadian Secured Obligations, each Grantor hereby collaterally assigns and pledges to the Pledgee;
(iii) Collateral Agent, its successors and assigns, transfersfor the benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Pledgor's Grantor’s right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitationunder:
(a) all (i) the capital thereof promissory notes owned by it on the Sixth Amendment Effective Date and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect listed opposite the name of such Partnership Interests and/or Membership InterestsGrantor on Schedule 2, and (ii) each other promissory note evidencing Indebtedness that evidences, governs or arises out of the disposition of any accounts receivable included in Section 4.01(a)(i) or Inventory referred to in Section 4.01(a)(v) on or after the date hereof owed to such Grantor, excluding in each case promissory notes in a principal amount of less than $20,000,000, so long as the aggregate principal amount of promissory notes not so pledged under this exclusion does not exceed $40,000,000 (the “Pledged Debt Securities”);
(b) subject to Section 3.06, all other payments due of principal or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereofother Proceeds received in respect of, the securities referred to in clause (a) above; and
(gc) all Proceeds of any of the foregoing (the items referred to in clauses (a), (b) and (c) of this Section 3.01 above being collectively referred to as the “Pledged Collateral”). Notwithstanding anything herein to the extent not otherwise includedcontrary, in no event shall the security interest granted hereunder attach to any Excluded Assets, and the terms “Pledged Debt Securities,” and “Pledged Collateral,” shall, in each case, expressly exclude all proceeds of any Excluded Assets. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or all incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the foregoingSecured Parties, as security for the payment or performance, as the case may be, in full of the Canadian Secured Obligations; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable the Obligations, each Grantor hereby assigns and pledges to the Pledgee;
(iii) Administrative Agent, its successors and assigns, transfersfor the benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor's Grantor’s right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to be held by and under (a)(i) the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all shares of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses stock and other distributions to which such Pledgor shall Equity Interests of the Borrower and any Subsidiary now owned or at any time be entitled in respect of hereafter acquired by such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership InterestsGrantor, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in those set forth opposite the name of such Pledgor in respect Grantor on Schedule II, and (ii) all certificates and any other instruments representing all such Equity Interests (collectively, the “Pledged Equity Interests”); provided that the Pledged Equity Interests shall not include (x) more than 65% of the outstanding Voting Equity Interests of any Partnership Interests first-tier Foreign Subsidiary or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinationsForeign-Subsidiary Holding Company, to exercise any election (including, but not limited to, election of remediesy) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoingoutstanding Voting Equity Interests of any Foreign Subsidiary that is not a first-tier Foreign Subsidiary or (z) any Equity Interests to the extent that a pledge of such Equity Interests is prohibited by any Requirements of Law or contract (so long as any contractual restriction is not incurred in contemplation of such entity becoming a subsidiary of Holdings) (the Equity Interests so excluded being collectively referred to herein as the “Excluded Equity Interests”); (b)
(i) any debt securities now owned or at any time hereafter acquired by such Grantor, to enforce or execute including those listed opposite the name of such Grantor on Schedule II, and (ii) all promissory notes and any checks, or other instruments or ordersevidencing all such debt securities (collectively, the “Pledged Debt Securities”); (c) subject to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 3.06, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereof; andother Proceeds received in respect of, the securities and instruments referred to in clauses (a) and (b) above;
(gd) subject to Section 3.06, all rights and privileges of such Grantor with respect to the extent not otherwise includedsecurities, instruments and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds Proceeds of any or and all of the foregoingforegoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”).
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Affinia Group Intermediate Holdings Inc.)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable the Secured Obligations, each Grantor hereby assigns and pledges to the Pledgee;
(iii) Collateral Agent, its successors and assigns, transfersfor the benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor's Grantor’s right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitationunder:
(a) (i) all Equity Interests held by it and listed on Schedule II and any other Equity Interests obtained in the capital thereof future by such Grantor and its interest the certificates representing all such Equity Interests (the “Pledged Equity”); provided that (x) pledges of voting Equity Interests of each Foreign Subsidiary shall be limited to 65% of the total combined voting power of all Equity Interests of such Foreign Subsidiary at any time; and (y) the Pledged Equity shall not include (A) the Equity Interests of Unrestricted Subsidiaries (until such time as any Unrestricted Subsidiary becomes a Restricted Subsidiary in all profitsaccordance with the Term Debt Documents, losses at which time, and without further action, this clause (y)(A) shall no longer apply to the Equity Interests of such Subsidiary), (B) Equity Interests of any Subsidiary of a Foreign Subsidiary, (C) Equity Interests of a Person that is not a direct or indirect wholly owned Subsidiary of a Grantor to the extent prohibited by the terms of such Subsidiary’s Organization Documents, (D) any Margin Stock owned by such Grantor, (E) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable Law, (F) Equity Interests of Domestic Subsidiaries that are not Material Domestic Subsidiaries of such Grantor and (G) Equity Interests of any Restricted Subsidiary acquired pursuant to a permitted acquisition financed with Indebtedness permitted to be secured under the Bridge Loan Agreement and any other distributions Term Debt Document, if such Equity Interests are pledged as security for such Indebtedness, until such Indebtedness is repaid or becomes unsecured, and (H) Equity Interests of any Subsidiary with respect to which such Pledgor shall at any time be entitled the Collateral Agent has confirmed in respect writing to the Borrower its reasonable determination that the costs or other consequences (including adverse tax consequences in the reasonable judgment of such Partnership Interests and/or Membership Interests;
(bthe Borrower confirmed in writing by notice to the Collateral Agent) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all providing a pledge of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement Equity Interests or at law or otherwise perfection thereof is excessive in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, view of the Pledgor against any Pledged Partnership benefits to be obtained by the Secured Parties; (ii)(A) the promissory notes and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise instruments evidencing indebtedness owned by it and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in listed opposite the name of such Pledgor Grantor on Schedule II and (B) any promissory notes and instruments evidencing indebtedness obtained in respect of any Partnership Interests or Membership Interests and any the future by such Grantor (the “Pledged Partnership and any Pledged LLC to make determinations, to exercise any election Debt”); (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(fiii) all other property hereafter that may be delivered in substitution for or in addition to any and held by the Collateral Agent pursuant to the terms of the foregoingthis Section 2.01; (iv) subject to Section 2.06, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of, and Security Interests in, any or all thereof; and
of the foregoing (gthe items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). Notwithstanding the foregoing and anything in this Agreement to the contrary, the Pledged Collateral shall not include Equity Interests and other securities of a Subsidiary to the extent that the pledge of such Equity Interests or other securities results in the Borrower or Holdings being required to file separate financial statements of such Subsidiary with the SEC (or any other governmental agency), but only to the extent necessary to not otherwise includedbe subject to such requirement and only for so long as such requirement is in existence. In addition, all proceeds in the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation or another law, rule or regulation is adopted which would require) the filing with the SEC (or another governmental agency) of separate financial statements of any Subsidiary due to the fact that the Subsidiary’s Capital Stock or all other securities secure any Secured Obligations, then the Equity Interests or other securities of such Subsidiary will automatically be deemed to be excluded from the Pledged Collateral, but only to the extent necessary to not be subject to such requirement and only for so long as is required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the security interests in the Equity Interests or other securities that are so deemed to be excluded from the Pledged Collateral. In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted which would permit) such Subsidiary’s Equity Interests or other securities to secure the Secured Obligations in excess of the foregoingamount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then the Equity Interests or other securities of such Subsidiary will automatically be deemed to no longer be excluded from the Pledged Collateral, but only to the extent necessary to not be subject to any such financial statement requirement. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the applicable Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Security Agreement (Ahny-Iv LLC)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants payment and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable to the Pledgee;
(iii) assignsObligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, mortgagespledges, charges and sets over and delivers unto Collateral Agent, its successors and assigns, and hereby grants to Collateral Agent, its successors and assigns, for the Pledgee ratable benefit of the Secured Parties, a security interest in all of such Pledgor's right, title and interest in, to and under (a) the shares of capital stock owned by it and listed on Schedule II hereto and any shares of capital stock of any Subsidiary obtained in the future by Pledgor and the certificates representing all such shares (the "Pledged Stock"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of stock of any Foreign Subsidiary, (ii) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary of Pledgor issue directors' qualifying shares, such Securities qualifying shares; (b)
(i) the debt securities listed opposite the name of Pledgor on Schedule II hereto, (ii) any debt securities in the future issued to Pledgor and in (iii) the promissory notes and to all certificates or any other instruments evidencing such debt securities (the "Pledged Debt Securities"), to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
; (c) all of its claims, rights, powers, privileges, authority, options, security interest, liens other property that may be delivered to and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
held by Collateral Agent pursuant to the terms hereof; (d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law subject to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 5, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or upon the conversion of the securities referred to in clauses (a) and (b) above; (e) subject to Section 5, all thereof; and
(g) rights and privileges of Pledgor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. To secure the Obligations and (a) As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable the Junior-Priority Obligations, each Grantor hereby assigns and pledges to the Pledgee;
(iii) Junior-Priority Collateral Agent, its successors and permitted assigns, transfersfor the ratable benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Junior-Priority Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Pledgor's Grantor’s right, title and interest in, to and under (a)(i) the Capital Stock owned by such Grantor on the date hereof (including all such Capital Stock listed on Schedule III), (ii) any other Capital Stock obtained in the future by such Grantor and (iii) the certificates representing all such Capital Stock (all the foregoing collectively referred to herein as the “Pledged Stock”) (provided, however, that the Pledged Stock shall not include (A) more than 65% of the outstanding voting Capital Stock in any Foreign Subsidiary of the Company, (B) any Capital Stock in any Non-Significant Subsidiary, (C) any Capital Stock in any Permitted Syndication Subsidiary, any Securitization Subsidiary or any Permitted Joint Venture Subsidiary to the extent the pledge of the Capital Stock in such Subsidiary is prohibited by any applicable Contractual Obligation or requirement of law, or (D) any minority Capital Stock), (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule III), (ii) any debt securities in the future issued to such Securities Grantor and (iii) the promissory notes and in and to all certificates or any other instruments evidencing such debt securities (excluding any promissory notes issued by employees of any Grantor) (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all other property that may be delivered to and held by the Junior-Priority Collateral Agent pursuant to the terms of its claimsthis Section 2.01, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law subject to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 2.06, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, (e) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, and (f) all Proceeds of any or all thereof; andof the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”).
(gb) Notwithstanding anything herein to the contrary, “Pledged Collateral” shall be limited as follows: (i) so long as the Existing Secured Notes or any other hereafter issued debt securities of the Company constituting Senior-Priority Obligations that are registered under the Securities Act (together with the Existing Secured Notes, the “Senior-Priority Registered Debt Securities”) are outstanding and subject to Rule 3-16 of Regulation S-X under the Securities Act (“Rule 3-16”), the stock, other Capital Stock and other securities of a Subsidiary of Parent otherwise constituting Pledged Collateral will constitute Pledged Collateral only to the extent not otherwise includedthat such stock, all proceeds Capital Stock and other securities can secure the Senior-Priority Registered Debt Securities without Rule 3-16 (or any other U.S. Federal law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the SEC (or any other U.S. Federal government agency), (ii) in the event that Rule 3-16 (or any such other U.S. Federal law, rule or regulation) requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary due to the fact that such Subsidiary’s stock, Capital Stock or all other securities secure any such Senior-Priority Registered Debt Securities, then the stock, Capital Stock and other securities of such Subsidiary shall automatically be deemed not to be part of the foregoingPledged Collateral (but only to the extent necessary to not be subject to such requirement) (such excluded portions of the stock, Capital Stock and other securities, the “Excluded Stock Collateral”); provided, however, that if (a) Rule 3-16 is thereafter amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any law, rule or regulation is adopted, which would permit) such Subsidiary’s stock, Capital Stock and other securities to secure any such Senior-Priority Registered Debt Securities in excess of the amount then pledged without filing with the SEC (or any other U.S. Federal governmental agency) of separate financial statements of such Subsidiary or (b) no Senior-Priority Registered Debt Securities are outstanding, then, in either case, the stock, Capital Stock and other securities of such Subsidiary shall automatically be deemed to be Pledged Collateral (but, in the case of clause (i) above, only to the extent necessary to not be subject to any such financial statement requirement) and (iii) in the event that a registration statement with respect to any Series of Pari Passu Debt Obligations has been filed with the SEC and is effective, the “Pledged Collateral” securing any such Series shall, at all times while any debt securities of such Series are outstanding and subject to Rule 3-16, automatically be deemed not to include any Capital Stock which, if pledged to secure such Series, would require the Company to file separate financial statements for any Subsidiary with the SEC; provided that, the limitation in this paragraph (b)(iii) shall not be applied to the Junior-Priority Obligations or to any Series of Pari Passu Debt Obligations for which no such registration statement has been filed or is effective. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Junior-Priority Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Junior Priority Collateral Agreement (Community Health Systems Inc)
Pledge. To secure the Obligations and for the purposes set forth in Section 1, each Pledgor hereby(a) The following liens are hereby granted:
(i) As collateral security for the payment and performance, in full of all the Obligations, each Pledgor hereby pledges and grants and pledges to the Pledgee Collateral Agent, for the ratable benefit of Secured Parties, a lien on and security interest in and to all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interests, as the case may be, or such other instruments of transfer as are acceptable to the Pledgee;
(iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of such Pledgor's right, title and interest in and to of such Securities (and in and to all certificates or instruments evidencing such Securities)Pledgor in, to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
under (a) all the shares of capital thereof and its interest in all profits, losses stock and other distributions to which Equity Interests owned by it listed on Schedule II hereto and any shares of capital stock and other Equity Interests obtained in the future by such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or and not deposited into a Securities Account pursuant to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens the Security Agreement and remediesthe certificates, if any, under representing all such shares or interests (collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of voting stock of any partnership agreementfirst tier Non-U.S. Subsidiary, limited liability company agreement (ii) the issued and outstanding shares of any second tier Non-U.S. Subsidiary or at (iii) to the extent that applicable law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, requires that a Subsidiary of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advancedissue directors’ qualifying shares, for services rendered or otherwise;such qualifying shares; (b)
(ei) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in debt securities owned by it listed opposite the name of such the Pledgor on Schedule II hereto, (ii) all debt securities in respect of any Partnership Interests or Membership Interests the future issued to the Pledgor and not deposited into a Securities Account (as defined in the Security Agreement) pursuant to the Security Agreement and (iii) all promissory notes and any other instruments evidencing such debt securities (collectively, the “Pledged Partnership Debt Securities” and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority the Pledged Stock, the “Pledged Securities”); (c) subject to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 5, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of the securities referred to in clauses (a) and (b) above; (d) subject to Section 5, all thereof; and
(g) rights and privileges of the Pledgor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any or and all of the foregoing (all the foregoing, collectively, the “Securities Collateral”).
(b) Upon delivery to the Collateral Agent, (a) any certificated Pledged Securities now or hereafter included in the Securities Collateral shall be accompanied by stock or bond powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Securities Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Securities Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent for the benefit of the Secured Parties; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Pledge Agreement (Polymer Group Inc)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable its Obligations, each Pledgor hereby assigns and pledges to the Pledgee;
(iii) Collateral Agent, its successors and permitted assigns, transfersfor the ratable benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor's ’s right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule II) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (D) any issued and outstanding Equity Interests of any Qualified CFC Holdings Company that is not a “first tier” Qualified CFC Holding Company or (E) any Equity Interests in Tyco Adhesives Korea Ltd., (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or the other paragraphs of the respective Sections 5.10 of each Credit Agreements need not be held satisfied by the Pledgeereason of Section 5.10(h) of each Credit Agreement, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers any Equity Interests of a Subsidiary to the Pledgee all extent that, as of the Closing Date, and for so long as, such a pledge of such Pledgor's (x) Partnership Equity Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due would violate a contractual obligation binding on or to become due relating to such Pledgor in respect of such Partnership Interests and/or Membership Equity Interests, whether under or (v) any partnership agreement, limited liability company agreement Equity Interests of a person that is not directly or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
indirectly a Subsidiary; (cb)(i) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in debt obligations listed opposite the name of such Pledgor on Schedule II, (ii) any debt securities in respect the future issued to such Pledgor having, in the case of any Partnership Interests or Membership Interests each instance of debt securities, an aggregate principal amount in excess of $3.0 million, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Partnership and any Pledged LLC Debt Securities”); (c) subject to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 3.05 hereof, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereofother proceeds received in respect of, the securities referred to in clauses (a) and (b) above; and
(gd) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: First Lien Guarantee and Collateral Agreement (Covalence Specialty Adhesives LLC)
Pledge. To In order to secure the Obligations payment and for performance when due of all the purposes set forth in Section 1Secured Obligations, each Pledgor hereby:
(i) hereby pledges, assigns, transfers and grants and pledges to the Pledgee Trustee for its benefit and the benefit of the Secured Parties, a first priority lien on, continuing security interest in and pledge of all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interests, as the case may be, or such other instruments of transfer as are acceptable to the Pledgee;
(iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of such Pledgor's present and future right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to be held by and under the Pledgeefollowing property (collectively, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each "Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:Collateral"):
(a) the shares of common stock of Coaxial Communications of Central Ohio, Inc. ("Coaxial") set forth on Schedule I hereto (the "Pledged Shares") (which are and shall remain at all times until this Agreement terminates, certificated shares), including the capital thereof certificates representing the Pledged Shares and its any interest of Pledgor in all profits, losses and other distributions the entries on the books of any financial intermediary pertaining to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Intereststhe Pledged Shares;
(b) all other payments due or additional shares of common stock of Coaxial from time to become due time acquired by Pledgor in any manner (which are and shall remain at all times until this Agreement terminates, certificated shares) which additional shares shall be deemed to be part of the Pledged Shares, includ ing the certificates representing such additional shares and any interest of Pledgor in the entries on the books of any financial intermediary pertaining to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwiseadditional shares;
(c) all of its claimsnotes described on Schedule II hereto (the "Notes" and together with the Pledged Shares the "Pledged Securities") and all certificates or instruments evidenc ing such Notes and all proceeds thereof, rights, powers, privileges, authority, options, security interest, liens all accessions thereto and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interestssubstitutions therefor;
(d) all present and future claimsdividends, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securitiesoptions, interestwarrants, dividendsrights, rights instruments, distributions, returns of capital, income, profits and other property at any time and property, interests or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; andof the Pledged Securities (collectively, "Distributions");
(e) the pledge agreement dated as of the date hereof between the Pledgor and Coaxial DSM LLC and the pledge agreement dated as of the date hereof between the Pledgor and Coaxial DJM LLC (collectively, the "Contracts");
(f) all "general intangibles", as such term is defined in the UCC, relating to the Contracts including, without limitation and whether now owned or hereafter acquired, any and all rights, claims, warranties and causes of action of Pledgor against any other Person relating to the Contracts and the benefits of any and all collateral or other security given by any other Person in connection therewith (collectively, the "Intangibles");
(g) to all "proceeds" (as such term is defined in the extent not otherwise includedUniform Commercial Code as in effect in any relevant jurisdiction (the "UCC") or under other relevant law) of any of the foregoing, and in any event, including, without limitation, any and all (i) proceeds of any insurance (except payments made to a Person which is not a party to this Agreement), indemnity, warranty or all guarantee payable to the Trustee or to Pledgor from time to time with re spect to any of the foregoingPledged Collateral, (ii) payments (in any form whatsoever) made or due and payable to Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Pledged Collateral by any governmental authority (or any person acting under color of a govern mental authority), (iii) instruments representing obliga tions to pay amounts in respect of the Pledged Collateral, (iv) products of the Pledged Collateral, and (v) other amounts from time to time paid or payable under or in connection with any of the Pledged Collateral.
Appears in 1 contract
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable the Obligations, each Pledgor hereby assigns and pledges to the Pledgee;
(iii) Collateral Agent, its successors and assigns, transfersfor the benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor's ’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by it and listed on Schedule II and any other Equity Interests of the US Borrower or any Subsidiary of the US Borrower obtained in the future by such Pledgor and to the certificates representing all such Securities Equity Interests (and in and to all certificates or instruments evidencing such Securitiesthe “Pledged Stock”), provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary to be held by secure the PledgeeObligations other than the Foreign Obligations and (ii) at the option of the Collateral Agent, upon the terms issued and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, outstanding Equity Interests of any Foreign Subsidiary of the US Borrower if such Pledgor assigns and transfers pledges to the Pledgee Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor's (x) Partnership Interests and all of such Pledgor's ’s right, title and interest to and under such Equity Interests pursuant to a Foreign Pledge Agreement entered into with the Collateral Agent that is in each Pledged Partnership compliance with and (y) Membership Interests and all is governed by the laws of the jurisdiction of organization of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
Foreign Subsidiary; (b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(g) to the extent not otherwise included, all proceeds of any or all of the foregoing.)
Appears in 1 contract
Sources: Credit Agreement (Compass Minerals International Inc)
Pledge. To secure the Obligations and (a) As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable to the Pledgee;
(iii) Obligations, each Pledgor hereby bargains, sells, conveys, assigns, transfers, hypothecatessets over, mortgages, charges pledges, hypothecates and sets over transfers to the Pledgee Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor's ’s right, title and interest in in, to and under the foregoing, wherever located and whether now existing or hereafter arising or acquired from time to such Securities time (i) any shares of capital stock, partnership interests (and in any other interest or participation that confers on a Person the right to receive a share of the profits and to all certificates losses of, or instruments evidencing distributions of property of such Securitiespartnership), to be held membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person (collectively, the “Equity Interests”) owned by such Pledgor which are initially listed on Schedule II hereto and any Equity Interests obtained in the Pledgeefuture by such Pledgor and the certificates representing all such Equity Interests (the “Pledged Equity Interests”); provided that, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership subject to the last sentence of this Section 2(a), Pledged Equity Interests of each foreign subsidiary of a Pledgor that are entitled to vote shall be limited, in the aggregate, to the pledge of 65% of the issued and all outstanding common stock entitled to vote of such Pledgor's right, title and interest foreign subsidiary notwithstanding the delivery by any Pledgor to the Collateral Agent of a stock certificate representing in each Pledged Partnership excess of such percentage ownership and (y) Membership interests in any joint venture will not constitute Pledged Equity Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating hereunder to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments extent and to take any and all other action on behalf for so long as the documents governing such joint venture prohibit the granting of and in a security interest therein; (ii) (x) the debt securities owned by it which are listed opposite the name of such Pledgor in respect of on Schedule II hereto, (y) any Partnership Interests or Membership Interests other debt securities issued to such Pledgor; and (z) the promissory notes and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
evidencing such debt securities; (fiii) all other property hereafter that may be delivered in substitution for or in addition to any of and held by the foregoingCollateral Agent pursuant to the terms hereof; (iv) subject to Section 7 hereof, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for or upon the conversion of the securities referred to in clauses (i) and (ii) above; (v) subject to Section 7 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all proceeds (as such term is defined in the UCC) of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). Notwithstanding anything to the contrary set forth herein, Pledged Collateral shall not include any Excluded Property. Without limiting the foregoing, the Collateral Agent is hereby authorized to file one or all thereof; andmore financing statements, continuation statements or other filings or documents for the purpose of perfecting, confirming, continuing, en- forcing or protecting the security interest granted by each Pledgor hereunder, without the signature of any Pledgors, and naming any Pledgor or the Pledgors as debtors and the Collateral Agent as secured party. Notwithstanding anything to the contrary contained in this Section 2, the Pledged Equity Interests shall not include the Equity Interests of any foreign subsidiary of a Pledgor if such pledge is not permitted by contract or applicable law, or if such pledge could reasonably be expected to have adverse tax consequences for the Pledgors.
(gb) Notwithstanding anything herein to the extent not otherwise includedcontrary, all proceeds the lien and security interest granted to the Collateral Agent pursuant to this Agreement shall be a second priority lien on and security interest in Pledged Collateral and the exercise of any right or all remedy by the Collateral Agent hereunder is subject to the provisions of the foregoing.Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control. Notwithstanding anything herein to the contrary, prior to the Senior Discharge Date (as defined in the Intercreditor Agreement), the requirements of this Agreement to deliver any of the Pledged Collateral to the Collateral Agent shall be deemed satisfied by delivery of such Pledged Collateral to the Revolving Collateral Agent (as bailee for the Collateral Agent). In the event any Pledgor shall pledge any assets or undertake any actions to perfect or protect any liens on any assets pledged in connection with the Credit Agreement, such Pledgor shall also at the time pledge such assets to the Collateral Agent and undertake such actions with respect to the Pledged Collateral for the benefit of the Collateral Agent without request by the Collateral Agent
Appears in 1 contract
Sources: Pledge Agreement (Jeffboat LLC)
Pledge. To secure (a) The Pledgor hereby pledges, grants and assigns to the Obligations and Agent, for the purposes set forth in Section 1benefit of the Agent and the other Holders of Secured Obligations, each Pledgor hereby:and grants to the Agent for the benefit of the Agent and the other Holders of Secured Obligations, a security interest in, the following (collectively, the "PLEDGED COLLATERAL"):
(i) grants The membership interests of Pledgor in each Subsidiary of the Pledgor organized as a limited liability company and pledges to listed on Exhibit A attached hereto and made a part hereof (the Pledgee a security interest in "LLC SUBSIDIARIES") now or at any time or times hereafter owned by the Pledgor, and any certificates representing such membership interests (such membership interests being identified on Exhibit A, all of the Collateral owned right, title and interest of the Pledgor in, to and under its respective percentage interest, shares or units as a member in each LLC Subsidiary, including, without limitation, Pledgor's interest in (or allocation of) the profits, losses, income, gains, deductions, credits or similar items of each LLC Subsidiary and the right to receive distributions of each LLC Subsidiary's cash, other property, assets, and all options and warrants for the purchase of membership interests, whether now existing or hereafter arising, whether arising under the terms of the Certificate of Formation, the Limited Liability Company Agreement or any of the other organizational documents (such documents hereinafter collectively referred to as the "OPERATING AGREEMENTS") of any LLC Subsidiary, or at law or in equity, or otherwise and any and all of the proceeds thereof (all of said membership interests, certificates, and warrants being hereinafter collectively referred to as the "PLEDGED MEMBERSHIP INTEREST") herewith delivered to the Agent accompanied by the certificates or other writings evidencing the same, accompanied by duly executed instruments of transfer or assignments in blank, all in form and substance satisfactory to the Agent (such Pledgorinstruments being collectively referred to hereinafter as the "POWERS") duly executed in blank, and all distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Membership Interest;
(ii) pledges and deposits as security with Any additional membership interests in each LLC Subsidiary from time to time acquired by the Pledgee the Securities owned by such Pledgor on the date hereof, if anyin any manner, and delivers any certificates representing such additional membership interests or any additional percentage interests, shares, units, options or warrants of membership interests in each LLC Subsidiary (any such additional interests shall constitute part of the Pledged Membership Interest and the Agent is irrevocably authorized to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by amend Exhibit A from time to time to reflect such Pledgor in the case of Stock, Partnership Interests or Membership Interests, as the case may be, or such other instruments of transfer as are acceptable to the Pledgee;
(iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of such Pledgor's right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securitiesadditional interests), to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's rightoptions, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's rightwarrants, title and interest in each Pledged LLCdistributions, in each case includingcash, without limitation:
(a) all the capital thereof and its interest in all profits, losses instruments and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(g) of such interests and will promptly thereafter deliver to the extent not otherwise includedLender, all proceeds of any a certificate duly executed by the Pledgor describing such percentage interests, certificates, units, options or all of warrants and certifying that the foregoing.same have been duly pledged hereunder;
Appears in 1 contract
Sources: Limited Liability Company Pledge Agreement (American Classic Voyages Co)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants payment and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such in full of all obligations of the Issuer and the Subsidiary Pledgors under the Indenture, the Notes and the other instruments of transfer Indenture Documents (as are acceptable defined in the Second Priority Security Agreement), including obligations to the Pledgee;
Trustee and the Collateral Agent, whether for payment of principal of, interest on or additional interest, if any, on the Notes and all other monetary obligations of the Issuer and the Subsidiary Pledgors under the Indenture, the Notes and the other Indenture Documents whether for fees, expenses, indemnification or otherwise (iii) assignsreferred to collectively as the "Obligations"), each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, mortgagespledges, charges and sets over and (subject to the Pledgee Intercreditor Agreement) delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a second-priority security interest in all of such the Pledgor's right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
under (a) all the shares of capital thereof stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a person (collectively, the "Equity Interests") owned by it that have been pledged to the Credit Agent pursuant to the First Priority Pledge Agreement, all of which have been delivered to and its interest are held by the Credit Agent (with the exception of Equity Interests consisting of uncertificated securities) and are listed on Schedule II hereto, and any Equity Interests obtained in all profits, losses and other distributions to which the future by such Pledgor shall at any time be entitled in respect of and the certificates representing all such Partnership Interests and/or Membership Interests;shares (collectively, the "Pledged Stock"); (b)
(bi) all the debt securities owned by it that have been pledged to the Credit Agent pursuant to the First Priority Pledge Agreement, all of which are listed opposite the name of the Pledgor on Schedule II hereto, and have been delivered to and are held by the Credit Agent, (ii) any debt securities in the future issued to the Pledgor and (iii) the promissory notes and any other payments due or to become due to instruments evidencing such Pledgor in respect of such Partnership Interests and/or Membership Interestsdebt securities (collectively, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
the "Pledged Debt Securities"); (c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law subject to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 5, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for or upon the conversion of the securities referred to in clauses (a) and (b) above; (d) subject to Section 5, all rights and privileges of the Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the "Collateral"). Notwithstanding any of the foregoing, the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of common stock of any Foreign Subsidiary that is not a Pledgor or all thereof; and
(gii) to the extent not otherwise includedthat applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, all proceeds such qualifying shares. Any security interest in Pledged Stock or Pledged Debt Securities of any Subsidiary Pledgor shall be limited at any time to that portion of capital stock or other security which value (defined as the principal amount, par value, book value as carried by the Issuer or market value, whichever is greatest), when considered in the aggregate with all other capital stock or other securities of such Subsidiary Pledgor subject to a security interest under the Indenture, does not exceed 19.99% of the foregoingprincipal amount of the then outstanding Notes issued by the Issuer; provided, in the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the Securities and Exchange Commission (the "SEC") to require (or is replaced with another rule or regulation or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary of the Issuer due to the fact that such Subsidiary's Pledged Stock or Pledged Debt Securities secures the Notes, then such Pledged Stock or Pledged Debt Securities of such Subsidiary shall automatically be deemed not to be part of the Collateral but only to the extent necessary to not be subject to such requirement; provided, further in such event, the Security Documents (as defined in the Second Priority Security Agreement) may be amended or modified, without the consent of any Holder, to the extent necessary to release the second priority security interests on the shares of capital stock or other securities that are so deemed to no longer constitute part of the Collateral. Upon delivery to the Credit Agent (or, if the First-Lien Termination Date (as defined in the Second Priority Security Agreement) has occurred, the Collateral Agent), (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") have been or shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Credit Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) and by such other instruments and documents as the Credit Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Credit Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, in accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable the Guaranteed Obligations, each Pledgor hereby assigns and pledges to the Pledgee;
(iii) Administrative Agent, its successors and assigns, transfersfor the ratable benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor's ’s right, title and interest in, to and under (a) the Equity Interests of any Material Subsidiary directly owned by it as of the Closing Date and any other Equity Interests of any Material Subsidiary directly owned in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or any Domestic Subsidiary substantially all of whose assets consist of the Equity Interests in “controlled foreign companies” under Section 957 of the Code, (ii) any Equity Interests of any Subsidiary to the extent that, as of the Closing Date and for so long as, a pledge of such Equity Interests would violate a contractual obligation binding on the issuer or holder of such Equity Interests, (iii) any Equity Interests of any Subsidiary acquired after the Closing Date in accordance with the Credit Agreement if, and to the extent that, and for so long as (A) pledging such Securities Equity Interests would violate applicable law or a contractual obligation binding on the issuer or holder of such Equity Interests and (B) such law or obligation existed at the time of the acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Subsidiary, provided that the foregoing clause (B) shall not apply in the case of a joint venture, including a joint venture that is a Subsidiary, and, (iv) Equity Interests in any Foreign Subsidiary if the Company demonstrates to the Administrative Agent and to all certificates or instruments evidencing the Administrative Agent determines (in its reasonable discretion) that the cost of pledging the Equity Interests in such Securities), to be held by Foreign Subsidiary exceeds the Pledgeevalue of the security offered thereby; provided that, upon the terms reasonable request of the Administrative Agent, Company shall, and conditions shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in clauses (ii) and (iii) above, other than those set forth in this Pledge Agreement;a joint venture agreement to which the Company or any Subsidiary is a party; provided further, that Pledged Stock shall include the interests listed on Schedule II; (b)
(ivi) grants, pledges, assigns the debt securities for borrowed money having an aggregate principal amount in excess of $10,000,000 (other than (A) intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Company and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership Subsidiaries and (yB) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which any debt securities held by such Pledgor shall at as of the Closing Date) (the “Material Pledged Debt Securities”), (ii) any time be entitled Material Pledged Debt Securities in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due the future issued to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under and (iii) the promissory notes and any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remediesother instruments, if any, under any partnership agreementevidencing such Material Pledged Debt Securities (the “Pledged Debt Securities”); provided, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
that the Pledged Debt Securities shall include the debt securities listed on Schedule II; (dc) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law subject to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 3.06, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereofother proceeds received in respect of, the securities referred to in clauses (a) and (b) above; and
(gd) all rights and privileges of such Pledgor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Chart Industries Inc)
Pledge. To secure the Obligations and As security for the purposes set forth payment and performance in Section 1full of the Secured Obligations, each Pledgor hereby:
(i) grants Grantor hereby assigns and pledges to the Pledgee Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in in, all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interests, as the case may be, or such other instruments of transfer as are acceptable to the Pledgee;
(iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of such Pledgor's Grantor’s right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to be held by and under: (a)(i) the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Equity Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall now or at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due hereafter owned by or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in such Grantor, including those set forth opposite the name of such Pledgor in respect of any Partnership Interests or Membership Interests Grantor on Schedule II, and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remediesii) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and other instruments representing all such Equity Interests ((i) and (ii) collectively, the “Pledged Equity Interests”); provided that the Pledged Equity Interests shall not include (A) any Equity Interests in any Subsidiary other than a wholly-owned Material Subsidiary that is a Restricted Subsidiary or evidencing any Equity Interests in any Foreign Subsidiary or CFC Holdco other than a wholly-owned Material Foreign Subsidiary that is a Restricted Subsidiary; (B) more than 65% of the outstanding voting Equity Interests of any Material Foreign Subsidiary; or (C) any Equity Interests in which the grant of a security interest therein is prohibited by any law, rule or regulation applicable to such Equity Interests or the applicable Grantor or would constitute a breach or default under or results in the termination of, or require any consent (other property and all cashthan the consent of the Borrower or any Subsidiary) not obtained under, securitiesany lease, interestlicense or agreement (in each case, dividends, rights and after giving effect to the provisions of the Uniform Commercial Code or any other property applicable law invalidating or rendering ineffective anti-assignment provisions) (the Equity Interests so excluded pursuant to this proviso being collectively referred to herein as the “Excluded Equity Interests”); (b)
(i) the debt securities now owned or at any time hereafter acquired by such Grantor, including those listed opposite the name of such Grantor on Schedule II, and (ii) all promissory notes and other instruments evidencing all such debt securities ((i) and (ii) collectively, the “Pledged Debt Securities”); (c) subject to Section 3.05, all payments of principal, and all interest, dividends or other distributions, whether paid or payable in cash, instruments or other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereofother Proceeds received in respect of, the Pledged Equity Interests and Pledged Debt Securities; and
(gd) subject to Section 3.05, all rights and privileges of such Grantor with respect to the extent not otherwise includedsecurities, instruments and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds Proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”).
Appears in 1 contract
Pledge. To secure the Obligations and As security for the purposes set forth payment in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest full in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates cash or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable its Secured Obligations, each Pledgor hereby assigns and pledges to the Pledgee;
(iii) Collateral Agent, its successors and permitted assigns, transfersfor the ratable benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest in all of such Pledgor's ’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule II) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) the issued and outstanding voting Equity Interests of any Foreign Subsidiary directly owned by such Pledgor to the extent the pledge of any such Equity Interests would cause more than 65% of the outstanding voting Equity Interests of such Foreign Subsidiary to be pledged hereunder, (ii) to the extent applicable law requires that a subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01B to the Credit Agreement) to the extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Securities (and in and to all certificates Equity Interests, or instruments evidencing such Securities), to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grantsany Equity Interests of a person that is not directly or indirectly a Subsidiary, pledges, assigns and transfers as to the Pledgee all of such Pledgor's which Article IV shall apply; (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:b)
(ai) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in debt obligations listed opposite the name of such Pledgor on Schedule II, (ii) any debt securities in respect of any Partnership Interests or Membership Interests the future issued to such Pledgor, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations and debt securities (the “Pledged Partnership and any Pledged LLC Debt Securities”); (c) subject to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 3.05 hereof, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereofother proceeds received in respect of, the securities referred to in clauses (a) and (b) above; and
(gd) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Quality Distribution Inc)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable to the Pledgee;
(iii) Obligations, each Pledgor hereby bargains, sells, conveys, assigns, transfers, hypothecatessets over, mortgages, charges pledges, hypothecates and sets over transfers to the Pledgee Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor's ’s right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
under (a) all any shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person (collectively, the capital thereof and its interest in all profits, losses and other distributions to which “Equity Interests”) owned by such Pledgor which are initially listed on Schedule II hereto and any Equity Interests obtained in the future by such Pledgor and the certificates representing all such Equity Interests (the “Pledged Equity Interests”); provided that, (i) subject to the last sentence of this Section 2, Pledged Equity Interests of each foreign subsidiary of a Pledgor shall at any time be entitled limited, in respect the aggregate, to the pledge of 65% of the issued and outstanding common stock of such Partnership foreign subsidiary notwithstanding the delivery by any Pledgor to the Collateral Agent of a stock certificate representing in excess of such percentage ownership and (ii) interests in any joint venture will not constitute Pledged Equity Interests and/or Membership Interests;
hereunder to the extent and for so long as the documents governing such joint venture prohibit the granting of a security interest therein; (b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(ci) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in debt securities owned by it which are listed opposite the name of such Pledgor in respect of on Schedule II hereto, (ii) any Partnership Interests or Membership Interests other debt securities issued to such Pledgor; and (iii) the promissory notes and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
evidencing such debt securities; (fc) all other property hereafter that may be delivered in substitution for or in addition to any of and held by the foregoingCollateral Agent pursuant to the terms hereof; (d) subject to Section 7 hereof, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or upon the conversion of the securities referred to in clauses (a) and (b) above; (e) subject to Section 7 hereof, all thereof; and
(g) rights and privileges of such Pledgor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds (as such term is defined in the UCC) of any or all of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”). Without limiting the foregoing, the Collateral Agent is hereby authorized to file one or more financing statements, continuation statements or other filings or documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by each Pledgor hereunder, without the signature of any Pledgors, and naming any Pledgor or the Pledgors as debtors and the Collateral Agent as secured party. Notwithstanding anything to the contrary contained in this Section 2, the Pledged Equity Interests shall not include the Equity Interests of any foreign subsidiary of a Pledgor if such pledge is not permitted by contract or applicable law, or if such pledge could reasonably be expected to have adverse tax consequences for the Pledgors.
Appears in 1 contract
Sources: Loan Agreement (Jeffboat LLC)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants payment and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable to the Pledgee;
(iii) assignsObligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, mortgagespledges, charges and sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Pledgee Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor's right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
under (a) all the shares of capital thereof stock owned by it and its interest listed on Schedule II hereto and any shares of capital stock of any Subsidiary obtained in all profits, losses and other distributions to which the future by such Pledgor and the certificates representing all such shares (the "Pledged Stock"); provided that the Pledged Stock shall at not include (i) more than 65% of the issued and outstanding shares of stock of any time be entitled in respect Foreign Subsidiary if, and to the extent that, the pledge of such Partnership Interests and/or Membership Interests;
a greater percentage would have adverse tax consequences for the Borrower or any Subsidiaries or (bii) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at the extent that applicable law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, requires that a Subsidiary of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advancedissue directors' qualifying shares, for services rendered or otherwise;such qualifying shares; (b)
(ei) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in debt securities listed opposite the name of such Pledgor on Schedule II hereto, (ii) any debt securities in respect of any Partnership Interests or Membership Interests the future issued to the Pledgor and (iii) the promissory notes and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of evidencing such debt securities (the foregoing;
"Pledged Debt Securities"); (fc) all other property hereafter that may be delivered in substitution for or in addition to any of and held by the foregoingCollateral Agent pursuant to the terms hereof; (d) subject to Section 5, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or upon the conversion of the securities referred to in clauses (a) and (b) above; (e) subject to Section 5, all thereof; and
(g) rights and privileges of such Pledgor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Pledge Agreement (Ryder TRS Inc)
Pledge. To secure (a) It being expressly understood and agreed that the Obligations and security interests granted herein for the purposes set forth in Section 1benefit of the Collateral Agents on behalf of the applicable Secured Parties shall be subject to the intercreditor and subordination terms of the Credit Agreement and the Collateral Sharing Agreement, each Pledgor herebythe following liens on the Collateral are hereby granted:
(i) As collateral security for the payment and performance, in full of all the First Lien Obligations, each Pledgor hereby pledges and grants and pledges to the Pledgee First Lien Collateral Agent, for the ratable benefit of First Lien Secured Parties, a lien on and security interest in and to all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interests, as the case may be, or such other instruments of transfer as are acceptable to the Pledgee;
(iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of such Pledgor's right, title and interest in and to of such Securities (and in and to all certificates or instruments evidencing such Securities)Pledgor in, to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
under (a) all the shares of capital thereof and its interest in all profits, losses stock and other distributions to which Equity Interests owned by it listed on Schedule II hereto and any shares of capital stock and other Equity Interests obtained in the future by such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or and not deposited into a Securities Account pursuant to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens the Security Agreement and remediesthe certificates, if any, under representing all such shares or interests (collectively, the "PLEDGED STOCK"); PROVIDED that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of voting stock of any partnership agreement, limited liability company agreement Non-U.S. Subsidiary or at (ii) to the extent that applicable law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, requires that a Subsidiary of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advancedissue directors' qualifying shares, for services rendered or otherwise;such qualifying shares; (b)
(ei) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in debt securities owned by it listed opposite the name of such the Pledgor on Schedule II hereto, (ii) all debt securities in respect of any Partnership Interests or Membership Interests the future issued to the Pledgor and not deposited into a Securities Account (as defined in the Security Agreement) pursuant to the Security Agreement and (iii) all promissory notes and any Pledged Partnership other instruments evidencing such debt securities (collectively, the "PLEDGED DEBT SECURITIES" and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority the Pledged Stock, the "PLEDGED SECURITIES"); (c) subject to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 5, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for or upon the conversion of the securities referred to in clauses (a) and (b) above; (d) subject to Section 5, all rights and privileges of the Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any or and all thereof; andof the foregoing (all the foregoing, collectively, the "SECURITIES COLLATERAL.")
(gii) As collateral security for the payment and performance in full of all the Second Lien Obligations, each Pledgor hereby pledges and grants to the Second Lien Collateral Agent for the ratable benefit of the Second Lien Secured Parties, a lien on and security interest in all of such Pledgor's right, title and interest of such Pledgor in, to and under (a) the Pledged Stock; PROVIDED that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of voting stock of any Non-U.S. Subsidiary or (ii) to the extent not that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares; (b) the Pledged Debt Securities; (c) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise includeddistributed in respect of, in exchange for or upon the conversion of the securities referred to in clauses (a) and (b) above; (d) subject to Section 5, all rights and privileges of the Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any or and all of the foregoing; PROVIDED that the Liens granted pursuant to this clause (a)(ii) shall be subject and subordinate to the Liens granted to secure the First Lien Obligations pursuant to the immediately preceding clause (a)(i) and further subject to the intercreditor and subordination provisions of the Credit Agreement and the Collateral Sharing Agreement.
(b) Upon delivery to the Collateral Agent, (a) any certificated Pledged Securities now or hereafter included in the Securities Collateral shall be accompanied by stock or bond powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Securities Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Securities Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agents for the benefit of the respective Secured Parties; SUBJECT, HOWEVER, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Pledge Agreement (Polymer Group Inc)
Pledge. To secure the Obligations and As security for the purposes set forth payment and performance in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all full of the Collateral owned by such Pledgor;
Borrower Obligations (ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes the Borrower) and accompanied by undated stock or other powers duly executed in blank by such Pledgor the Direct Obligations (in the case of StockDirect), Partnership Interests or Membership Interestseach Pledgor hereby transfers, as the case may begrants, or such other instruments of transfer as are acceptable to the Pledgee;
(iii) assignsbargains, transferssells, conveys, hypothecates, mortgagespledges, charges and sets over and delivers unto the Administrative Agent, and grants to the Pledgee Administrative Agent, for the benefit of the Secured Parties, a first security interest (the "Security Interest") in all of such Pledgor's its right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to be held by and under the Pledgeefollowing, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
whether now owned or hereafter acquired: (a) all the shares of capital thereof stock listed in Schedule I hereto as being owned by it and its interest any shares of capital stock of any Subsidiary (except to the extent such a pledge is prohibited by law) obtained by it in all profitsthe future, losses and other distributions to which the certificates representing or evidencing such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
shares (the "Pledged Stock"), (b) all other payments due or property which may be delivered to become due and held by the Administrative Agent pursuant to such Pledgor in respect of such Partnership Interests and/or Membership Intereststhe terms hereof, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law subject to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 5 below, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of the securities referred to in clauses (a) and (b) above, (d) subject to Sections 4 and 5 below, all thereof; and
(g) rights and privileges of such Pledgor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (a), (b) and (c) above, and (e) all proceeds Proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (e) being collectively called the "Collateral"). Upon delivery to the Administrative Agent, (a) any stock certificates, notes, or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the relevant Pledgor and such other instruments or documents as the Administrative Agent may request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable the Obligations to the Pledgee;
(iii) Administrative Agent and each Lender and each other holder of any of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, transfersfor the ratable benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Pledgor's Grantor’s right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to be and under (a)(i) the Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests listed on Schedule II) (other than Equity Interests that constitute Permitted Investments, (ii) any other Equity Interests (other than Equity Interests that constitute Permitted Investments) obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (b)(i) the debt securities held by such Grantor on the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
date hereof (iv) grants, pledges, assigns and transfers to the Pledgee including all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in debt securities listed opposite the name of such Pledgor Grantor on Schedule II) (other than debt securities that constitute Permitted Investments), (ii) any debt securities (other than debt securities that constitute Permitted Investments) in respect of any Partnership Interests or Membership Interests the future issued to such Grantor and (iii) the promissory notes and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or ordersevidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), (c) subject to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 3.06, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereof; and
other Proceeds received in respect of, the securities referred to in clauses (ga) and (b) above, (d) subject to Section 3.06, all rights and privileges of such Grantor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (a), (b) and (c) above, and (e) all proceeds Proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants payment and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable to the Pledgee;
(iii) assignsits respective Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, mortgagespledges, charges and sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Pledgee Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in and lien on all of such the Pledgor's right, title and interest in, to and under (a) the shares of capital stock or other equity interests owned by it (assuming consummation of the Transactions) and listed on Schedule II hereto and any shares of capital stock of, or other equity interests in, the respective issuers listed on Schedule II and, upon acquisition thereof, any other shares required to be pledged by a Pledgor pursuant to Section 5.11 of the Credit Agreement obtained in the future by the Pledgor and the certificates representing all such shares (the "Pledged Stock"), provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of stock of any Foreign Subsidiary of JCI or of any Foreign Subsidiary of a Domestic Subsidiary of Parent, (ii) directors' qualifying shares or shares held by nominees, or (iii) the capital stock of any after acquired or organized Subsidiary of a Pledgor until such time as such stock is required to such Securities be pledged pursuant to Section 5.11 of the Credit Agreement; (b)
(i) the debt securities listed opposite the name of the Pledgor on Schedule II hereto, (ii) any debt securities in the future issued to a Pledgor (other than intercompany debt securities) and in (iii) the promissory notes and to all certificates or any other instruments evidencing such debt securities (the "Pledged Debt Securities"), to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
; (c) all of its claims, rights, powers, privileges, authority, options, security interest, liens other property that may be delivered to and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
held by the Collateral Agent pursuant to the terms hereof; (d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law subject to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 5, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or upon the conversion of the securities referred to in clauses (a) and (b) above; (e) subject to Section 5, all thereof; and
(g) rights and privileges of the Pledgor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to the Collateral Agent, (a) any Pledged Stock or Pledged Debt Securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank (or in the case of shares of Mexican companies, the endorsement in guaranty of each share certificate in favor of the Collateral Agent in accordance with Mexican law) or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Pledge Agreement (Dirsamex Sa De Cv)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants payment and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable to the Pledgee;
(iii) assignsObligations, each Subsidiary Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, mortgagespledges, charges and sets over and delivers unto the Collateral Trustee, its successors and assigns, and hereby grants to the Pledgee Collateral Trustee, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Subsidiary Pledgor's right, title and interest in, to and under (a) the shares of capital stock owned by it and listed on Schedule II hereto and any shares of capital stock of any Subsidiary or any other person obtained in the future by such Subsidiary Pledgor and required by the Credit Agreement to be pledged hereunder and the certificates representing all such Securities shares (the "Pledged Stock"); provided that Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of stock of any Foreign Subsidiary or (ii) to the extent that applicable law requires that a Subsidiary of such Subsidiary Pledgor issue directors' qualifying shares, such qualifying shares; (b)
(i) the debt securities listed opposite such name of such Subsidiary Pledgor on Schedule II hereto, (ii) any debt securities in the future issued to or held by such Subsidiary Pledgor and required by the Credit Agreement to all certificates or be pledged hereunder and (iii) the promissory notes and any other instruments evidencing such debt securities (the "Pledged Debt Securities"), to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
; (c) all of its claims, rights, powers, privileges, authority, options, security interest, liens other property that may be delivered to and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
held by the Collateral Trustee pursuant to the terms hereof; (d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law subject to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 6, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or upon the conversion of the securities referred to in clauses (a) and (b) above; (e) subject to Section 6, all thereof; and
(g) rights and privileges of the Subsidiary Pledgor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to the Collateral Trustee, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Trustee and by such other instruments and documents as the Collateral Trustee may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Subsidiary Pledgor and such other instruments or documents as the Collateral Trustee may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Trustee, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Shared Collateral Pledge Agreement (Allied Waste Industries Inc)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable the Secured Obligations, each Grantor hereby assigns and pledges to the Pledgee;
(iii) Administrative Agent, its successors and assigns, transfersfor the benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Pledgor's Grantor’s right, title and interest in, to and under (a) (i) the shares of capital stock and other Equity Interests owned by such Grantor in any subsidiary of Holdings, including those listed opposite the name of such Grantor on Schedule II hereto, (ii) any other Equity Interests obtained in the future by such Grantor in any subsidiary of Holdings and to such Securities (and in and to all iii) the certificates or other instruments evidencing representing all such SecuritiesEquity Interests (if any) together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank; (collectively, the “Pledged Equity Interests”); provided that the Pledged Equity Interests shall not include (A) Equity Interests of any Person (other than a Wholly Owned Restricted Subsidiary), to be held the extent the pledge thereof to the Administrative Agent is not permitted by the Pledgeeterms of such Person’s organizational or joint venture documents, upon (B) voting Equity Interests constituting an amount greater than 65% of the terms and conditions set forth in this Pledge Agreement;
total voting Equity Interests of any Foreign Subsidiary, (ivC) grantsEquity Interests of any Subsidiary that are held directly by a Foreign Subsidiary, pledges(D) any Equity Interest with respect to which Borrower, assigns and transfers with the written consent of the Administrative Agent (not to be unreasonably withheld or delayed), shall have provided to the Pledgee all Administrative Agent a certificate of a Financial Officer to the effect that, based on advice of outside counsel or tax advisors of national recognition, the pledge of such Pledgor's Equity Interest hereunder would result in adverse tax consequences to Holdings, any Intermediate Parent, the Borrower and its Restricted Subsidiaries (xother than on account of any Taxes payable in connection with filings, recordings, registrations, stampings and any similar acts in connection with the creation or perfection of the Liens granted hereunder) Partnership Interests that shall have been determined by Borrower to be material to Holdings, any Intermediate Parent, the Borrower and all its Restricted Subsidiaries, (E) any Equity Interest if, to the extent and for so long as the pledge of such Pledgor's right, title and interest Equity Interest hereunder is prohibited by any applicable Requirements of Law (other than to the extent that any such prohibition would be rendered ineffective pursuant to the UCC or any other applicable Requirements of Law); provided that such Equity Interest shall cease to be an Excluded Equity Interest at such time as such prohibition ceases to be in each Pledged Partnership effect and (yF) Membership any Equity Interest that the Borrower and the Administrative Agent shall have agreed in writing to treat as an Excluded Equity Interest for purposes hereof on account of the cost of pledging such Equity Interest hereunder (including any adverse tax consequences to Holdings, any Intermediate Parent, the Borrower and the Subsidiaries resulting therefrom) being excessive in view of the benefits to be obtained by the Secured Parties therefrom (the Equity Interests and all excluded pursuant to clauses (A) through (F) above being referred to as the “Excluded Equity Interests”); (b)(i) the debt securities owned by such Grantor, including those listed opposite the name of such Pledgor's rightGrantor on Schedule II hereto, title (ii) any debt securities in the future issued to or otherwise acquired by such Grantor and interest in each Pledged LLC(iii) the promissory notes and any other instruments evidencing all such debt securities, in the case of each case includingof subclauses (i), without limitation:
(aii) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect (iii) of such Partnership Interests and/or Membership Interests;
this clause (b) all other payments due or ), to become due to such Pledgor in respect the extent issued by any subsidiary of such Partnership Interests and/or Membership InterestsHoldings (collectively, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of its claims, rights, powers, privileges, authority, options, security interest, liens this Section 2.01 and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
Section 2.02; (d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law subject to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 2.05, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (e) subject to Section 2.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of any or all thereof; and
(g) of the foregoing to the extent not otherwise included, all proceeds of any or all of such Proceeds would constitute property referred to in clauses (a) through (e) above (the foregoingitems referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”).
Appears in 1 contract
Sources: Collateral Agreement (Endurance International Group Holdings, Inc.)
Pledge. To secure the Obligations and As security for the purposes set forth payment in Section 1full of the Second Priority Obligations, each Pledgor hereby:
(i) hereby pledges and grants and pledges to the Pledgee Collateral Agent, its successors and permitted assigns, for the benefit of the Second Priority Secured Parties, a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interests, as the case may be, or such other instruments of transfer as are acceptable to the Pledgee;
(iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of such Pledgor's ’s right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to and under (a) any shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person (collectively, the “Equity Interests”) owned by such Pledgor (other than Excluded Equity Interests) (which, if certificated, are listed on Schedule I hereto) and any Equity Interests obtained in the future by such Pledgor (other than Excluded Equity Interests) and the certificates (if any) representing all such Equity Interests (collectively, the “Pledged Equity Interests”); provided that (i) Pledged Equity Interests of each foreign subsidiary of a Pledgor shall be held limited, in the aggregate, to the pledge of 65% of the issued and outstanding common stock, partnership interest or membership interest, as applicable, of such foreign subsidiary notwithstanding the delivery by any Pledgor to the PledgeeCollateral Agent of a stock or unit certificate, upon as applicable, representing in excess of such percentage ownership and (ii) any interests of any of the terms and conditions Pledgors in the joint ventures set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers on Schedule V attached to the Pledgee all Security Agreement and any subsequent joint ventures in which the Pledgors invest shall be excluded from the definition of Pledged Equity Interests to the extent that applicable law or the organizational documents with respect to any such Pledgor's joint venture (including other applicable agreements among the investors in such joint venture) (x) Partnership Interests and all do not permit the pledge or assignment of such Pledgor's right, title and interest in each Pledged Partnership and or (y) Membership Interests require the consent of any third party to permit such pledge or assignment (to the extent such consent has not been granted), it being understood that as to any such joint venture where the applicable organizational documents (including other agreements among the investors in such joint venture) permit such pledge without the consent of any third party and all of in accordance with applicable law, such Pledgor's right, title and interest in each such joint venture shall be included in the definition of Pledged LLC, in each case including, without limitation:
Equity Interests (asubject to clause (i) all above) and the capital thereof and its interest in all profits, losses and other distributions to which such applicable Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remediescause the related certificates, if any, under any partnership agreement, limited liability company agreement for such joint venture to be delivered to the Collateral Agent within ninety (90) days from the Closing Date (or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;longer period as the Collateral Agent may agree); (b)
(di) all present the Indebtedness evidenced by promissory notes and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and individually in excess of $5,000,000 owed to take any and all other action on behalf of and in it which are listed opposite the name of such Pledgor on Schedule I hereto, (ii) any Indebtedness evidenced by promissory notes and instruments and individually in respect excess of any Partnership Interests or Membership Interests $5,000,000 arising in the future and owing to such Pledgor; and (iii) the promissory notes and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, evidencing such Indebtedness; (c) subject to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 7 hereof, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or upon the conversion of the securities or Indebtedness referred to in clauses (a) and (b) above; (d) subject to Section 7 hereof, all thereof; and
(g) rights and privileges of such Pledgor with respect to the extent not otherwise includedsecurities, Indebtedness and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any or all of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). Without limiting the foregoing, the Collateral Agent is hereby authorized to file one or more financing statements (including a financing statement describing the Pledged Collateral, together with the other Collateral granted pursuant to the Security Agreement, as “all personal property (other than Excluded Property)” or “all assets (other than Excluded Property)” of the debtor or words of similar effect or with greater detail) or continuation statements for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by each Pledgor hereunder, without the signature of any Pledgors, and naming any Pledgor or the Pledgors as debtors and the Collateral Agent as secured party.
Appears in 1 contract
Sources: Second Lien Term Loan and Guaranty Agreement (Delta Air Lines Inc /De/)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable the Obligations, each Pledgor hereby assigns and pledges to the Pledgee;
(iii) Agent, its successors and permitted assigns, transfersfor the ratable benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and confirms its prior grants to the Agent for the benefit of the Secured Parties in existence at the time of such grants, a security interest in all of such Pledgor's ’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule II) and any other Equity Interests obtained in the future by such Pledgor and to such Securities (and in and to all any certificates or other instruments evidencing representing all such SecuritiesEquity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) Equity Interests in the Subsidiaries listed on Schedule 1.01(A) to the Credit Agreement or in the Subsidiaries enumerated in the proviso to clause (b) of the Collateral and Guarantee Requirement); (ii) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary directly owned by such Pledgor; (iii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
such shares or nominee or other similar shares; (iv) grants, pledges, assigns any Equity Interests with respect to which the Collateral and transfers Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement need not be satisfied by reason of Section 5.10(g) of the Credit Agreement; (v) any Equity Interests of a Subsidiary to the Pledgee all extent that, as of the Fourth Restatement Effective Date, and for so long as, such a pledge of such Pledgor's Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests; (xvi) Partnership any Equity Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
a person that is not directly or indirectly a Subsidiary; (b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(ci) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in debt securities listed opposite the name of such Pledgor on Schedule II; (ii) any debt securities in respect the future issued to such Pledgor having, in the case of any Partnership Interests or Membership Interests each instance of debt securities, an aggregate principal amount in excess of $5.0 million; and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remediesiii) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, notes or other instruments representing all such debt securities (the “Pledged Debt Securities”); provided that the Pledged Debt Securities shall not include any debt securities for so long as such a pledge of such debt securities would violate a contractual obligation binding on or orders, relating to file any claims and such debt securities; (c) subject to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 3.05 hereof, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereofother proceeds received in respect of, the securities referred to in clauses (a) and (b) above; and
(gd) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Zurn Water Solutions Corp)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants payment and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable to the Pledgee;
(iii) assignsits Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, mortgagespledges, charges and sets over and delivers unto the Collateral Agent, and hereby grants to the Pledgee Collateral Agent, for the ratable benefit of the Secured Parties, a first priority security interest, subject to Permitted Liens in all of such Pledgor's right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
under (a) all the shares of capital thereof and its interest in all profits, losses stock and other distributions to which Equity Interests owned by it (including, without limitation, those listed on Schedule II hereto) and any shares of capital stock and other Equity Interests obtained in the future by such Pledgor and the certificates representing all such shares or interests (collectively, the "Pledged Stock"); provided that the Pledged Stock shall at not include (i) more than 65% of the issued and outstanding shares of voting stock of any time be entitled in respect of such Partnership Interests and/or Membership Interests;
Non-U.S. Subsidiary, (bii) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at the extent that applicable law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, requires that a Subsidiary of the Pledgor against issue directors' qualifying shares, such qualifying shares or (iii) any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;Excluded Property; (b)
(ei) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every rightdebt securities (including, powerwithout limitation, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in those listed opposite the name of such Pledgor on Schedule II hereto), and (ii) all debt securities in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC the future issued to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approvalthe Pledgor, together with full power all promissory notes and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or ordersevidencing such debt securities (the "Pledged Debt Securities" and together with the Pledged Stock, to file any claims and to take any action in connection with any of the foregoing;
"Pledged Securities"); (fc) all other property hereafter that may be delivered in substitution for or in addition to any of and held by the foregoingCollateral Agent pursuant to the terms hereof; (d) subject to Section 5, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of the securities referred to in clauses (a) and (b) above; (e) subject to Section 5, all thereof; and
(g) rights and privileges of the Pledgor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any or and all of the foregoing (all the foregoing, collectively, the "Securities Collateral").
Appears in 1 contract
Sources: Pledge Agreement (Consolidated Communications Texas Holdings, Inc.)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants payment and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable to the Pledgee;
(iii) assignsObligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, mortgagespledges, charges and sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Pledgee Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor's ’s right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
under (a) all the shares of capital thereof stock or equity interest owned by it and its interest listed on Schedule II hereto and any shares of capital stock of the Parent Borrower or any Subsidiary obtained in all profits, losses and other distributions to which the future by such Pledgor and the certificates representing all such shares (the “Pledged Stock”); provided that the Pledged Stock under this Agreement shall at not include (i) more than 65% of the issued and outstanding shares of voting stock or equity interest of any time be entitled in respect Foreign Subsidiary or any Domestic Subsidiary that has no material assets other than equity interests of such Partnership Interests and/or Membership Interests;
one or more Foreign Subsidiaries or (bii) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at the extent that applicable law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, requires that a Subsidiary of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advancedissue directors’ qualifying shares, for services rendered or otherwise;
such qualifying shares, (eb)(i) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in debt securities listed opposite the name of such Pledgor on Schedule II hereto, (ii) any debt securities in respect of any Partnership Interests or Membership Interests the future issued to such Pledgor and (iii) the promissory notes and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or ordersevidencing such debt securities (the “Pledged Debt Securities”), to file any claims and to take any action in connection with any of the foregoing;
(fc) all other property hereafter that may be delivered in substitution for or in addition to any of and held by the foregoingCollateral Agent pursuant to the terms hereof, (d) subject to Section 5, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or upon the conversion of, and all thereof; and
other proceeds received in respect of, the securities referred to in clauses (ga) and (b) above, (e) subject to Section 5, all rights and privileges of the Pledgor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (a), (b), (c) and (d) above and (f) all proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Collateral”). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. The security interest granted herein shall also secure all future advances and re-advances that may be made by the Secured Parties to, or for the benefit of, any of the Borrowers or any Pledgor. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Credit Agreement (Trimas Corp)
Pledge. To secure Subject to the Obligations and last paragraph of Section 4.01(a), as security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable its Loan Obligations, each Grantor hereby assigns and pledges to the Pledgee;
(iii) Administrative Agent, its successors and permitted assigns, transfersfor the ratable benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor's Grantor’s right, title and interest in, to and under (i) the Equity Interests directly owned by it (including those listed on Schedule I) and any other Equity Interests obtained in the future by such Grantor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (A) (I) more than 65% of the issued and outstanding voting Equity Interests in any “first tier” Wholly Owned Foreign Subsidiary directly owned by such Grantor, (II) more than 65% of the issued and outstanding voting Equity Interests in any “first tier” Qualified CFC Holding Company directly owned by such Grantor, (III) any issued and outstanding Equity Interest in any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, or (IV) any issued and outstanding Equity Interests in any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (B) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such shares or nominee or other similar shares, (C) any Equity Interests with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.09 of the Credit Agreement need not be satisfied by reason of Section 5.09(g) of the Credit Agreement, (D) any Equity Interests in a person that is not directly or indirectly a Subsidiary or is listed on Schedule V hereto, (E) any Equity Interests in any Insurance Subsidiary or any entity listed on Schedule 1.01A to the Credit Agreement or (F) any Equity Interests in any Immaterial Subsidiary or Unrestricted Subsidiary; (ii) (A) the debt obligations listed opposite the name of such Grantor on Schedule I, (B) any debt obligations in the future issued to such Securities (and Grantor having, in and to all certificates or instruments evidencing such Securities)the case of each instance of debt securities, to be held by the Pledgeean aggregate principal amount in excess of $5.0 million, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (yC) Membership Interests the certificates, promissory notes and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and any other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remediesinstruments, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of evidencing such Partnership Interests and/or Membership Interests;
debt obligations (d) all present and future claims, if any, of the Pledgor against any “Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approvalDebt Securities” and, together with full power the property described in clauses (ii)(A) and authority (B) above, the “Pledged Debt”); (iii) subject to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 3.05 hereof, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereofother proceeds received in respect of the Pledged Stock and the Pledged Debt; and
(giv) subject to Section 3.05 hereof, all rights and privileges of such Grantor with respect to the extent not otherwise includedPledged Stock, Pledged Debt and other property referred to in clause (iii) above; and (v) all proceeds of any or all of the foregoingforegoing (the Pledged Stock, Pledged Debt and other property referred to in clauses (iii) through (v) above being collectively referred to as the “Pledged Collateral”). The Administrative Agent agrees to execute an amendment to this Section 3.01 (if necessary) to exclude from the Pledged Stock any Equity Interest which would be so excluded by the operation of clause (vii) or (viii) of Section 5.09(g) of the Credit Agreement. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Realogy Holdings Corp.)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable its Obligations, each Pledgor hereby pledges to the Pledgee;
(iii) Administrative Agent, its successors and permitted assigns, transfersfor the ratable benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor's ’s right, title and interest in, to and under (a)(i) the Equity Interests directly owned by it (including those Equity Interests listed on Schedule II) and (ii) any other Equity Interests obtained in the future by such Pledgor and, in each case, the certificates representing all such Equity Interests (the foregoing clauses (i) and to such Securities (and in and to all certificates or instruments evidencing such Securitiesii), collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include:
(A) (1) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary that is (x) a CFC directly owned by any Pledgor or (y) any Qualified CFC Holding Company directly owned by a Pledgor or (2) any of the issued and outstanding Equity Interests of (x) any Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary that is a CFC or (y) any Qualified CFC Holding Company that is not a “first tier” Subsidiary of a Loan Party,
(B) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, nominee shares or similar shares, which are required by Law to be held by persons other than the PledgeePledgors, upon such qualifying shares, nominee shares or similar shares held by persons other than Pledgors,
(C) any Equity Interests of any person (other than a Wholly-Owned Subsidiary that is directly owned by a Pledgor), to the extent restricted or not permitted by the terms of such person’s organizational documents or other agreements with holders of such Equity Interests (so long as such prohibition did not arise as part of the acquisition or formation of such person or in anticipation of the Credit Agreement and conditions set forth other than to the extent that any such prohibition would be rendered ineffective pursuant to the UCC or any other applicable Law); provided that such Equity Interests shall cease to be Excluded Equity Interests at such time as such prohibition ceases to be in this Pledge Agreement;effect,
(ivD) grantsany Equity Interests if, pledges, assigns and transfers to the Pledgee all extent and for so long as the pledge of such Pledgor's Equity Interests hereunder is prohibited or restricted by any applicable Law, including any requirement to obtain consent of any Governmental Authority (xother than to the extent such prohibition would be rendered ineffective under the UCC or any other applicable Law); provided that such Equity Interests shall cease to be Excluded Equity Interests at such time as such prohibition ceases to be in effect,
(E) Partnership any Equity Interests if, to the extent and all for so long as the pledge of such Pledgor's rightEquity Interests hereunder would result in (1) material adverse tax consequences (including, title and interest without limitation, as a result of the operation of Section 956 of the Code or any similar Law or regulation in each Pledged Partnership and any applicable jurisdiction) or (y2) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLCmaterial adverse regulatory consequences, in each case includingas reasonably determined by the Borrower and with the consent of the Administrative Agent (such consent not to be unreasonably withheld, without limitation:delayed or conditioned),
(aF) all any margin stock,
(G) any Equity Interests that the capital thereof Borrower and its interest the Administrative Agent shall have agreed in all profitswriting to treat as Excluded Equity Interests for purposes hereof on account of the cost, losses and other distributions difficulty, burden or consequences of pledging such Equity Interests hereunder being excessive in relation to which such Pledgor shall the benefit to the Secured Parties of the security to be afforded thereby,
(H) any Equity Interests in captive insurance subsidiaries, special purpose entities identified in writing at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of by the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating Borrower to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments Administrative Agent and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; not-for-profit subsidiaries and
(gI) any Equity Interests in Unrestricted Subsidiaries (any Equity Interests excluded pursuant to clauses (A) through (H) above, along with this clause (I), the extent not otherwise included, all proceeds of any or all of the foregoing.“Excluded Equity Interests”)
Appears in 1 contract
Sources: Abl Guarantee and Collateral Agreement (CPG Newco LLC)
Pledge. To secure the Obligations and (a) As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable the Second Lien Obligations, including the Guarantees, and subject to the Pledgee;
(iii) terms of the Intercreditor Agreement, each Grantor hereby assigns and pledges to the Second Lien Agent, its successors and assigns, transfersfor the benefit of the Second Lien Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Second Lien Agent, its successors and assigns, for the benefit of the Second Lien Secured Parties, a security interest in, all of such Pledgor's Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it and listed on Schedule II, any other Equity Interests obtained in and the future by such Grantor and, subject to such Securities (and in and to all certificates or instruments evidencing such SecuritiesSection 3.03(i), to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remediescertificates, if any, under representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of any partnership agreementForeign Subsidiary, limited liability company agreement (B) Equity Interests of Unrestricted Subsidiaries, (C) Equity Interests of any Subsidiary of a Foreign Subsidiary, (D) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Credit Agreement if such Equity Interests serve as security for such Indebtedness or at law or otherwise in respect if the terms of such Partnership Indebtedness prohibit the creation of any other lien on such Equity Interests, (E) Equity Interests and/or Membership Interests;
(d) all present and future claimsof any Person that is not a direct or indirect, if any, wholly owned Material Subsidiary of the Pledgor against Company and (F) Equity Interests of any Pledged Partnership Subsidiary with respect to which the First Lien Agent and any Pledged LLC for moneys loaned the Company determine in their reasonable judgments that the costs or advancedother consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Second Lien Secured Parties; (ii)(A) subject to Section 3.03(i), for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise the promissory notes and enforce every right, power, remedy, authority, option instruments evidencing indebtedness owned by it and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in listed opposite the name of such Pledgor in respect of any Partnership Interests or Membership Interests Grantor on Schedule II, and (B) the promissory notes and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, evidencing indebtedness obtained in the future by such Grantor (the promissory notes and instruments referred to file any claims in clauses (A) and (B) of this clause (ii) are collectively referred to take any action in connection with any of as the foregoing;
“Pledged Debt”); (fiii) all other property hereafter that may be delivered in substitution for or in addition to any and held by the Second Lien Agent pursuant to the terms of the foregoingthis Agreement; (iv) subject to Section 2.06, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereof; andother Proceeds received in respect of, the securities referred to in clauses
(gi) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”).
(b) In addition, the Collateral will not include Equity Interests or other securities of any direct or indirect Subsidiary of the Grantors to the extent necessary for such Subsidiary not otherwise includedto be subject to any requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act (or any other law, all proceeds rule or regulation) to file separate financial statements with the SEC (or any other governmental agency). In the event that Rule 3-16 of Regulation S-X under the Securities Act requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any or all Subsidiary of the foregoingCompany due to the fact that such Subsidiary’s Equity Interests and other securities secure the Notes and Permitted Additional Pari Passu Obligations, then the Equity Interests and other securities of such Subsidiary shall automatically be deemed not to be part of the Collateral (to the extent necessary to not be subject to such requirement). In such event, the Second Lien Documents may be amended or modified, without the consent of any Holder or a holder of Permitted Additional Pari Passu Obligations, to the extent necessary to release the security interests in the Equity Interests and other securities that are so deemed to no longer constitute part of the Collateral. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Second Lien Agent, its successors and assigns, for the benefit of the Second Lien Secured Parties, forever, subject, however, to the terms of the Intercreditor Agreement and the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. To secure In accordance with, and to the Obligations and extent consistent with, the terms of the Intercreditor Agreement, as security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable the Note Obligations, each Pledgor hereby assigns and pledges to the Pledgee;
(iii) Collateral Agent, its successors and assigns, transfersfor the benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Pledgor's right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to and under (a)(i) the Equity Interests owned by such Pledgor and listed on Schedule II, (ii) all other Equity Interests of Farmland Feed (as defined in the Credit Agreements) or any wholly owned Restricted Subsidiary of the Company or Farmland Feed obtained by such Pledgor in the future which is required to be held by pledged under this Agreement pursuant to Section 11.10(b) of the PledgeeIndenture, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (yiii) Membership all other Equity Interests obtained in the future by such Pledgor which are pledged to secure any Senior Obligations, and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remediescertificates, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of representing all such Partnership Equity Interests and/or Membership Interests;
(dthe "Pledged Stock"): provided that the Pledged Stock shall not include (A) all present and future claims, if any, more than 65% of the Pledgor against issued and outstanding Voting Stock of any Pledged Partnership and Foreign Subsidiary, (B) the Capital Stock of LOL Farmland Feed SPV, LLC or any Pledged LLC for moneys loaned other Securitization Vehicle, or advanced, for services rendered or otherwise;
(eC) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of Excluded Securities; (b)(i) the debt securities owned by such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in listed opposite the name of such Pledgor on Schedule II and (ii) any debt securities in respect the future issued to such Pledgor which are pledged to secure any Senior Obligations, and in each case the promissory notes and other instruments, if any, evidencing such debt securities (the "Pledged Debt Securities"); (c) all property of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election nature not described in clause (including, but not limited to, election of remediesa) or option or (b) above that may be delivered to give or receive any noticeand held by a Senior Collateral Agent (or, consentafter the Discharge of Priority Lien Obligations, amendment, waiver or approval, together with full power and authority the Collateral Agent) pursuant to demand, receive, enforce, collect or receipt for any the terms of the foregoing, this Section 3.01; (d) subject to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 3.05, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (e) subject to Section 3.05, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of any or all thereof; and
of the foregoing (gthe items referred to in clauses (a) through (f) above being collectively referred to as the "Pledged Collateral"). TO HAVE AND TO HOLD the Pledged Collateral, in accordance with, and to the extent not otherwise includedconsistent with, all proceeds of any or all the terms of the foregoingIntercreditor Agreement, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable its Secured Obligations on and after the Restructuring Date, each Guarantor (to the Pledgee;
extent owning Pledged Stock) hereby assigns and pledges to the Collateral Agent (iiito be held until the First Lien Termination Date by the First Lien Collateral Agent as collateral agent for the ratable benefit of the First Lien Secured Parties and as bailee for the Collateral Agent as collateral agent for the ratable benefit, on a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, on the basis set forth on the signature page executed by the First Lien Collateral Agent (in such capacity, the "Bailee")), its successors and assigns, transfersfor the ratable benefit, hypothecates, mortgages, charges on a basis junior and sets over subordinated (in Lien only) to the Pledgee First Lien Secured Parties, of the Second Lien Secured Parties, and hereby grants, with effect on and after the Restructuring Date, to the Collateral Agent, its successors and assigns, for the ratable benefit, on a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, of the Second Lien Secured Parties, a security interest in all of such PledgorGuarantor's right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to and under (a) the Equity Interests directly owned by it on the Restructuring Date (which shall be held listed on Schedule I) and any other Equity Interests obtained in the future by the Pledgee, upon Guarantor and any certificates representing all such Equity Interests (the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to "Pledged Stock"); provided that the Pledgee all of such Pledgor's Pledged Stock shall not include (x) Partnership Interests and all to the extent applicable law requires that a Subsidiary of the Guarantor issue directors' qualifying shares, such Pledgor's right, title and interest in each Pledged Partnership shares or nominee or other similar shares and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
Equity Interest that constitutes an unlimited liability interest; (b) all other payments due or subject to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 3.05, all certificates and instruments representing or evidencing such other property and all payments of dividends, cash, securities, interest, dividends, rights instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereofother proceeds received in respect of, the Pledged Stock; and
(gc) subject to Section 3.05, all rights and privileges of the Guarantor with respect to the extent not otherwise included, Pledged Stock and other property referred to in clause (b) above; and (d) all proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (d) above being collectively referred to as the "Collateral"). TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit, on a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, of the Second Lien Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Guarantee and Pledge Agreement (BCP Crystal Holdings Ltd. 2)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable the Obligations, each Pledgor hereby (except in the case of Pledged ULC Shares) assigns and (in all cases) pledges to the Pledgee;
(iii) Collateral Agent, its successors and permitted assigns, transfersfor the ratable benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor's ’s right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
under (a) all the capital thereof and its interest in all profits, losses and other distributions to Equity Interests directly owned by it (which such Pledgor Equity Interests constituting Pledged Stock shall at be listed on Schedule II) and any time be entitled other Equity Interests obtained in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to the future by such Pledgor and any certificates representing all such Equity Interests; provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, which pledge, except in respect the case of such Partnership Interests and/or Membership Interestsa pledge of Pledged ULC Shares, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claimsshall be duly noted on the share register, if any, of such Foreign Subsidiary, (ii) any Equity Interests not required to be pledged as security for Senior Lender Claims, (iii) any Equity Interests of a Subsidiary to the extent that, as of the date hereof, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (iv) any Equity Interests of any Indenture Restricted Subsidiary owned by the Parent or any Indenture Restricted Subsidiary (the Equity Interests pledged pursuant to this clause (a), the “Pledged Stock”) provided, further, that, other than with respect to the Hexion Canada Entities, (x) shares of capital stock and other Equity Interests will constitute Pledged Stock only to the extent that such capital stock and other Equity Interests can secure the Notes without Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act (“Rule 3-10” and “Rule 3-16,” respectively) (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the SEC (or any other governmental agency); (y) in the event that either Rule 3-10 or Rule 3-16 requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary due to the fact that such Subsidiary’s capital stock or other Equity Interests constitute Pledged Stock, then such capital stock or other Equity Interests shall automatically be deemed not to be Pledged Stock, but only to the extent necessary to not be subject to such requirement; and (z) in the event that either Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such capital stock or
(i) the debt securities currently issued to any Pledgor against (which such debt securities constituting Pledged Debt Securities shall be listed on Schedule II), (ii) any Pledged Partnership debt securities in the future issued to such Pledgor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities; provided that the Pledged LLC for moneys loaned Debt Securities shall not include debt securities (A) issued by any Indenture Restricted Subsidiary to Parent or advancedany Indenture Restricted Subsidiary or (B) issued by any Foreign Subsidiary to Parent or a Domestic Subsidiary, in the case of this clause (B), for services rendered or otherwise;
(e) all so long as the pledge of such Pledgor's rights Indebtedness would be deemed an incurrence of Indebtedness under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoingExisting Notes Documents or Indenture Documents or (C) that are not required to be pledged as security for Senior Lender Claims (the debt securities pledged pursuant to this clause (b), the “Pledged Debt Securities”); (c) subject to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 3.06, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereofother proceeds received in respect of, the securities referred to in clauses (a) and (b) above; and
(gd) subject to Section 3.06, all rights and privileges of such Pledgor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Collateral Agreement (Hexion Specialty Chemicals, Inc.)
Pledge. To secure the Obligations and for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and hereby pledges to Agent, and grants to Agent for itself and the Pledgee benefit of Lenders, a first priority security interest in all of the Collateral owned by such Pledgor;
following (ii) pledges and deposits as security with collectively, the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interests, as the case may be, or such other instruments of transfer as are acceptable to the Pledgee;
(iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of such Pledgor's right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities), to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each "Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:Collateral"):
(a) all the capital thereof Pledged Shares and its interest in all profitsthe certificates representing the Pledged Shares, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinationsdividends, to exercise any election (includingdistributions, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights instruments and other property at any time and or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofof the Pledged Shares; provided, to the extent the issuer of any of such Pledged Shares is a Person organized under the laws of a jurisdiction other than a State of the United States or the District of Columbia (each, a "Foreign Subsidiary") (other than Bald▇▇▇ ▇▇▇ada), such Pledgor shall only be required to pledge Pledged Shares or certificates representing Pledged Shares of such issuer possessing up to but not exceeding 65% of the voting power of all classes of capital stock entitled to vote of such issuer, and all dividends, cash, 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 Pledged Shares; and
(gb) such portion, as determined by Agent as provided in Section 6(d) below, of any additional shares of stock of a Pledged Entity from time to time acquired by Pledgor in any manner (which shares shall be deemed to be part of the extent not Pledged Shares), and the certificates representing such additional shares, and all dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise included, all proceeds distributed in respect of or in exchange for any or all of such Stock; and
(c) the foregoingPledged Indebtedness and the promissory notes or instruments evidencing the Pledged Indebtedness, and all interest, cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of the Pledged Indebtedness; and
(d) all additional Indebtedness arising after the date hereof and owing to Pledgor and evidenced by promissory notes or other instruments, together with such promissory notes and instruments, and all interest, cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of that Pledged Indebtedness.
Appears in 1 contract
Pledge. To secure the payment and performance of the Obligations and for (including without limitation the purposes set forth in Section 1Obligations of Pledgor under the US Credit Party Guaranty), each the Pledgor hereby:
(i) grants and hereby pledges to Agent, for its benefit and the Pledgee benefit of the Lenders, and grants to Agent, for its benefit and the benefit of the Lenders, a security interest in in, any and all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interests, as the case may be, or such other instruments of transfer as are acceptable to the Pledgee;
(iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of such Pledgor's right, title and interest in and to such Securities the following (and in and to all certificates or instruments evidencing such Securities), to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each "Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:Collateral"):
(a) all of the shares of the capital thereof stock, membership interests, partnership interests and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect equity interests of such Partnership Interests and/or Membership Interests, whether under any partnership agreementeach corporation, limited liability company agreement company, limited partnership or otherwiseother legal entity (collectively, whether as contractual obligationsthe "Issuers" and each, damagesan "Issuer") identified on EXHIBIT A attached hereto held by the Pledgor (the "Pledged Securities") and the certificates (if any) representing the Pledged Securities, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interestwarrants and other rights to acquire additional shares of capital stock, liens and remediesmembership interests, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any interests and all other action on behalf equity interests of each Issuer, and the shares, membership interests, partnership interests and other equity interests underlying such rights and all distributions, dividends (in the name form of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securitiessecurities or otherwise), interestcash, dividendsinstruments, rights chattel paper and other rights, property at any time or proceeds and products from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofof the Pledged Securities;
(b) all additional shares of the capital stock, membership interests, partnership interests and all other equity interests of each Issuer at any time acquired by the Pledgor in any manner, and the certificates (if any) representing such additional shares, membership interests, partnership interests and other equity interests (and any such additional shares, membership interests, partnership interests and other equity interests, with respect to which the Pledgor shall execute and deliver to Agent a pledge supplement in the form of EXHIBIT B attached hereto (a "Pledge Supplement"), shall constitute part of the Pledged Securities under this Agreement), together with all distributions, dividends (in the form of cash, securities or otherwise), cash, instruments, chattel paper and other rights, property or proceeds and products from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, membership interests, partnership interests and other equity interests; and
(gc) to the extent not otherwise included, all proceeds of any or all of the foregoing.
Appears in 1 contract
Sources: Pledge Agreement (Midway Games Inc)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable its Obligations, each Pledgor hereby assigns and pledges to the Pledgee;
(iii) assignsCollateral Agent and its successors and permitted assigns for the benefit of the Secured Parties, transfers, hypothecates, mortgages, charges and sets over to the Pledgee a security interest in all of such Pledgor's ’s right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule II) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or (B) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or any provision of Section 5.10 of the Credit Agreement need not be held satisfied by reason of Section 5.10(g) of the PledgeeCredit Agreement, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers any Equity Interests of a Subsidiary to the Pledgee all extent that, as of the Closing Date, and for so long as, such a pledge of such Pledgor's (x) Partnership Equity Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due would violate a contractual obligation binding on or to become due relating to such Pledgor in respect of such Partnership Interests and/or Membership Equity Interests, whether under or (v) any partnership agreement, limited liability company agreement Equity Interests of a person that is not directly or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
indirectly a Subsidiary; (cb)(i) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in debt obligations listed opposite the name of such Pledgor on Schedule II, (ii) any debt obligations in respect the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million (which pledge, in the case of any Partnership Interests or Membership Interests intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations (the “Pledged Partnership and any Pledged LLC Debt Securities”); (c) subject to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 3.05 hereof, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereofother proceeds received in respect of, the securities referred to in clauses (a) and (b) above; and
(gd) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent and its successors and permitted assigns for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Noranda Aluminum Acquisition CORP)
Pledge. To secure the Obligations and As security for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates payment or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsperformance, as the case may be, or such other instruments in full of transfer as are acceptable the Obligations, each Pledgor hereby grants, assigns and pledges to the Pledgee;
(iii) Agent, together with its permitted successors and assigns, transfersfor the benefit of the Secured Parties, hypothecatesa security interest in, mortgages, charges and sets over to the Pledgee all of such Pledgor's ▇▇▇▇▇▇▇’s right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests under any and all of the following assets, now owned or at any time hereafter acquired by such Pledgor's Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title and interest in each Pledged Partnership and (y) Membership Interests and all or interest, regardless of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitationwhere located:
(a) all (i) Capital Stock owned by such Pledgor, including those listed opposite the capital thereof and its interest in all profits, losses and other distributions to which name of such Pledgor on Schedule II hereto, (ii) any other Capital Stock obtained in the future by such Pledgor and (iii) the certificates or other instruments representing all such Capital Stock (if any) together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank (collectively, the “Pledged Equity Interests”); provided that Pledged Equity Interests shall at not include any time be entitled in respect of such Partnership Interests and/or Membership InterestsExcluded Assets;
(b) all other payments due or to become due to (i) the debt securities owned by such Pledgor, including those listed opposite the name of such Pledgor on Schedule II hereto, (ii) any debt securities in respect the future issued to or otherwise acquired by such Pledgor and (iii) the promissory notes and any other instruments evidencing all such debt securities referred to in subclauses (i) and (ii) of such Partnership Interests and/or Membership Intereststhis paragraph (b) (collectively, whether under the “Pledged Debt Securities”); provided that Pledged Debt Securities shall not include any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwiseExcluded Assets;
(c) all other property that may be delivered to and held by the Agent pursuant to the terms of its claims, rights, powers, privileges, authority, options, security interest, liens this Section 2.01 and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership InterestsSection 2.02;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law subject to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 2.05, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for or upon the conversion of, any Pledged Equity Interests or any Pledged Debt Securities;
(e) subject to Section 2.05, all thereofrights and privileges of such Pledgor with respect to the securities and other property referred to in paragraphs (a) through (d) above; and
(gf) to the extent not otherwise included, all proceeds Proceeds of any or all of the foregoing unless such Proceeds constitute an Excluded Asset (the items referred to in paragraphs (a) through (e) above being collectively referred to as the “Pledged Collateral”). Notwithstanding the foregoing, in no event shall the Pledged Collateral include any Excluded Asset.
Appears in 1 contract
Pledge. To secure Subject to the Obligations terms of the Intercreditor Agreements and the immediately following paragraph, as security for the purposes set forth in Section 1payment or performance when due (whether at the stated maturity, each Pledgor hereby:
(i) grants and pledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates acceleration or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interestsotherwise), as the case may be, or such other instruments in full of transfer as are acceptable its Obligations, each Grantor hereby assigns and pledges to the Pledgee;
(iii) Collateral Agent, its successors and permitted assigns, transfersfor the benefit of the Secured Parties, hypothecates, mortgages, charges and sets over hereby grants to the Pledgee Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor's Grantor’s right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities)in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule II) and any other Equity Interests obtained in the future by such Grantor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Grantor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Grantor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (D) any issued and outstanding Equity Interests of any Qualified CFC Holdings Company that is not a “first tier” Qualified CFC Holding Company or (E) any Equity Interests in NIM Holdings Limited, B▇▇▇▇ Plastics Acquisition Corporation II, B▇▇▇▇ Plastics Acquisition Corporation XIV, LLC, B▇▇▇▇ Plastics Asia Pte. Ltd., or Ociesse s.r.l.; (ii) to the extent applicable law requires that a Subsidiary of such Grantor issue directors’ qualifying shares, such shares or nominee or other similar shares; (iii) any Equity Interests that would not be held by required to be pledged, pursuant to Section 4.15(c) of the PledgeeIndenture, upon the terms and conditions set forth in this Pledge Agreement;
if hereafter acquired, (iv) grants, pledges, assigns and transfers any Equity Interests of a Subsidiary to the Pledgee all extent that, as of the Issue Date, and for so long as, such a pledge of such Pledgor's Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests; (xv) Partnership any Equity Interests of a person that is not directly or indirectly a Subsidiary; and all (vi) any Equity Interests or other securities of any of the Company’s Subsidiaries to the extent that the pledge of such Pledgor's rightsecurities results in the Company’s being required to file separate financial statements of such Subsidiary with the SEC, title but only to the extent necessary not to be subject to such requirement and interest only for so long as such requirement is in existence; (b)
(i) the debt obligations listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor having, in the case of each Pledged Partnership instance of debt securities, an aggregate principal amount in excess of $5.0 million (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Grantor, shall be limited to 65% of the amount outstanding thereunder), and (yiii) Membership Interests the certificates, promissory notes and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and any other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remediesinstruments, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of evidencing such Partnership Interests and/or Membership Interests;
debt securities (dthe “Pledged Debt Securities”); (c) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law subject to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(f) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 3.05 hereof, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereofother proceeds received in respect of, the property referred to in clauses (a) and (b) above; and
(gd) subject to Section 3.05 hereof, all rights and privileges of such Grantor with respect to the extent not otherwise includedsecurities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any or all of the foregoingforegoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). In addition, notwithstanding anything to the contrary provided herein, in the event that Rule 3-16 of Regulation S-X under the Securities Act and the Exchange Act (or any successor regulation) is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary of the Company due to the fact that such Subsidiary’s securities secure the Obligations, then the securities of such Subsidiary will not be subject to the Liens securing the Obligations and will automatically be deemed not to be part of the Collateral but only to the extent necessary not to be subject to such requirement and only for so long as required to not be subject to the requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the security interests in favor of the Collateral Agent on the Equity Interests or other securities that are so deemed to no longer constitute part of the Collateral for the relevant Obligations. In the event that Rule 3-16 of Regulation S-X under the Securities Act and the Exchange Act (or any successor regulation) is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s securities to secure the Obligations in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then the securities of such Subsidiary will automatically be deemed to be a part of the Collateral but only to the extent permitted to not be subject to any such financial statement requirement. TO HAVE AND TO HOLD, to the extent consistent with the terms of the Intercreditor Agreements, the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract