Common use of Additional Grantors Clause in Contracts

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company may become Additional Grantors, by executing a Counterpart. Upon delivery of any such Counterpart to Secured Party, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party not to cause any Subsidiary of Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 8 contracts

Samples: Credit Agreement (FTD Group, Inc.), Security Agreement (Bare Escentuals Inc), Credit Agreement (FTD Group, Inc.)

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Additional Grantors. The initial Grantors hereunder shall be Company, Holdings Borrower and such of the Subsidiaries of Company Borrower as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company Borrower may become Additional Grantors, by executing a Counterpart. Upon delivery of any such Counterpart to Secured Party, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party not to cause any Subsidiary of Company Borrower to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 7 contracts

Samples: Security Agreement, Credit Agreement (Quidel Corp /De/), Security Agreement (Quidel Corp /De/)

Additional Grantors. The initial Subsidiary Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company (including, without limitation, Additional Domestic Subsidiary Borrowers) may become parties hereto as additional Grantors (each an “Additional GrantorsGrantor”), by executing a CounterpartCounterpart substantially in the form of Exhibit I annexed hereto. Upon delivery of any such Counterpart to Secured PartyCollateral Agent, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Collateral Agent not to cause any Subsidiary of Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 6 contracts

Samples: Security Agreement (O-I Glass, Inc. /DE/), Credit Agreement (Owens-Illinois Group Inc), Credit Agreement (Owens-Illinois Group Inc)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings Company and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company may become Additional Grantors, by executing a Counterpart. Upon delivery of any such Counterpart to Secured Party, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party not to cause any Subsidiary of Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 4 contracts

Samples: Security Agreement (Hexcel Corp /De/), Credit Agreement (Urs Corp /New/), Security Agreement (Hexcel Corp /De/)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company may become parties hereto as additional Grantors (each an "Additional Grantors, Grantor") by executing a Counterpartan acknowledgement to this Agreement substantially in the form of Schedule VI annexed hereto. Upon delivery of any such Counterpart acknowledgment to Administrative Agent and Secured Party, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Administrative Agent not to cause any Subsidiary of Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 3 contracts

Samples: Credit Agreement (MBW Foods Inc), Credit Agreement (Aurora Foods Inc /De/), Credit Agreement (Aurora Foods Inc /Md/)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company Persons may become parties hereto as additional Grantors (each, an “Additional GrantorsGrantor”), by executing and delivering to the Collateral Agent a CounterpartCounterpart Agreement and a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all supplements to Schedules thereto. Upon delivery of any such Counterpart counterpart agreement and pledge supplement to Secured Partythe Collateral Agent, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Collateral Agent not to cause any Subsidiary of Company Holdings to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 3 contracts

Samples: Second Lien Pledge and Security Agreement (Vonage Holdings Corp), First Lien Pledge and Security Agreement (Vonage Holdings Corp), Third Lien Pledge and Security Agreement (Vonage Holdings Corp)

Additional Grantors. The initial Grantors hereunder shall be CompanyParent Issuer, Holdings Company and such of the Subsidiaries of Company and Parent Issuer as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company may become Additional Grantors, Grantors by executing a Counterpart. Upon delivery of any such Counterpart to Secured Party, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party not to cause any Material Subsidiary of Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 3 contracts

Samples: Intercreditor Agreement (NextWave Wireless Inc.), Third Lien Subordinated Exchange Note Exchange Agreement (Navation, Inc.), Third Lien Subordinated Exchange Note Exchange Agreement (Manchester Financial Group, LP)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company Persons may become parties hereto as additional Grantors (each, an “Additional GrantorsGrantor”), by executing a CounterpartPledge Supplement. Upon delivery of any such Counterpart Pledge Supplement to Secured Partythe Collateral Agent, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto; provided that each such Additional Grantor’s pledge of any Pledged Equity Interests hereunder shall not be effective until receipt by such Additional Grantor of the approvals of the Gaming Authorities contemplated in Section 4.3 above. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party the Collateral Agent not to cause any Subsidiary of Company Borrower to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 3 contracts

Samples: Pledge Agreement (American Casino & Entertainment Properties LLC), Pledge Agreement (American Casino & Entertainment Properties LLC), Pledge Agreement (American Casino & Entertainment Properties LLC)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of are the Subsidiaries of Company Credit Parties as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company Credit Parties may become parties hereto, as additional Grantors (each, an “Additional GrantorsGrantor”), by executing a Counterpartcounterpart of this Intellectual Property Security Agreement substantially in the form of Exhibit A attached hereto. Upon delivery of any such Counterpart counterpart to Secured Partythe Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, hereunder nor by any election of Secured Party the Agent not to cause any Subsidiary of Company Credit Party or any other Person to become an Additional Grantor hereunder. This Intellectual Property Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 3 contracts

Samples: Security Agreement (Neff Rental LLC), Security Agreement (Neff Corp), Security Agreement (Neff Finance Corp.)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company Persons may become parties hereto as additional Grantors (each, an “Additional GrantorsGrantor”), by executing a Counterpartcounterpart of this Agreement substantially in the form of Exhibit A attached hereto, and the written consent of Grantor, which consent shall not be unreasonably withheld. Upon delivery of any such Counterpart counterpart to Secured PartyLender, and written notice of which is hereby waived by Grantorsthereof to Grantor, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, hereunder nor by any election of Secured Party Lender not to cause any Subsidiary of Company Person to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 3 contracts

Samples: Intellectual Property Security Agreement (Nephros Inc), Intellectual Property Security Agreement (Nephros Inc), Intellectual Property Security Agreement (Nephros Inc)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company Persons may become parties hereto as additional Grantors (each, an “Additional GrantorsGrantor”), by executing a CounterpartCounterpart Agreement. Upon delivery of any such Counterpart counterpart agreement to Secured Partythe Priority Lien Collateral Trustee, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such the Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Priority Lien Collateral Trustee not to cause any Subsidiary of Company NewPageCo to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 3 contracts

Samples: Pledge and Security Agreement (NewPage CORP), Pledge and Security Agreement (NewPage Holding CORP), Pledge and Security Agreement (NewPage Energy Services LLC)

Additional Grantors. The initial Subsidiary Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company may become Additional Grantorsparties hereto as additional Grantors (each an "ADDITIONAL GRANTOR"), by executing a CounterpartCounterpart substantially in the form of Exhibit VI annexed hereto. Upon delivery of any such Counterpart to Secured Party, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Administrative Agent not to cause any Subsidiary of Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 3 contracts

Samples: Credit Agreement (Horseshoe Gaming Holding Corp), Credit Agreement (Ackerley Group Inc), Credit Agreement (Urs Corp /New/)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings the Borrower and such of the its Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company the Borrower may become Additional Grantors, by executing a Counterpart. Upon delivery of any such Counterpart to Secured Partythe Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party the Collateral Agent not to cause any Subsidiary of Company the Borrower to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 3 contracts

Samples: Security Agreement (ORBCOMM Inc.), Senior Secured Revolving Credit Agreement (ORBCOMM Inc.), Security Agreement (ORBCOMM Inc.)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company may become parties hereto as additional Grantors (each an "Additional Grantors, Grantor") by executing a Counterpartcounterpart of this Agreement and delivering supplements to Schedule 4(b), Schedule 4(d), Schedule 4(e) and Schedule 4(g) in substantially the forms annexed hereto, which supplements shall thereby supplement and amend such Schedules. Upon delivery of any such Counterpart counterpart to Administrative Agent and Secured Party, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Administrative Agent not to cause any Subsidiary of Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 3 contracts

Samples: Credit Agreement (MBW Foods Inc), Credit Agreement (Aurora Foods Inc /De/), Credit Agreement (Aurora Foods Inc /Md/)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Persons that are Subsidiaries of Company may become parties hereto as additional Grantors (each, an “Additional GrantorsGrantor”), by executing a CounterpartNew Grantor Pledge Supplement, in substantially the form of Exhibit A-2 (“New Grantor Pledge Supplement”). Upon delivery of any such Counterpart New Grantor Pledge Supplement to Secured Party, notice of which is hereby waived by Grantorsthe Security Agent, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party the Security Agent not to cause any Subsidiary of Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 3 contracts

Samples: Loans Pledge and Security Agreement (Altice USA, Inc.), Notes Pledge and Security Agreement (Altice USA, Inc.), Notes Pledge and Security Agreement (Altice USA, Inc.)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings Borrower and such of the Material Subsidiaries of Company Borrower as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Material Subsidiaries (other than Financing Subsidiaries or Insurance Subsidiaries) of Company Borrower may become Additional Grantors, by executing a Counterpart. Upon delivery of any such Counterpart to Secured Party, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party not to cause any Subsidiary of Company Borrower to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 2 contracts

Samples: Security Agreement (Unified Grocers, Inc.), Security Agreement (Unified Grocers, Inc.)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to following the date hereofEffective Date, additional Subsidiaries of Company Persons may become Additional parties hereto, as additional Grantors, by executing and delivering to Secured Party an Instrument of Joinder substantially in the form of Exhibit A, accompanied by such documentation as the Secured Party may require in connection therewith, wherein such additional Grantors agree to become a Counterpartparty hereto and to be bound hereby, provided, however, that prior approval of the applicable Gaming Board must be obtained for the pledge of the capital stock of any additional Grantor regulated thereby. Upon delivery of any such Counterpart Instrument of Joinder to and acceptance thereof by Secured Party, notice of which acceptance is hereby waived by Grantors, each such Additional additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory heretohereof. Each Grantor expressly agrees that its obligations arising hereunder Secured Obligations and the Liens upon its Property granted herein shall not be affected or diminished by the addition or release of any other Grantor additional Grantors hereunder, nor by any election of Secured Party not to cause any Subsidiary of Company Borrower to become an Additional additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that who is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 2 contracts

Samples: Credit Agreement (Pinnacle Entertainment Inc), Credit Agreement (Pinnacle Entertainment Inc)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company Persons may become parties hereto as additional Grantors (each, an “Additional GrantorsGrantor”), by executing a CounterpartJoinder Agreement, together with a Pledge Supplement and any other attachments, all in form and substance reasonably satisfactory to the Collateral Agent. Upon delivery of any such Counterpart Joinder Agreement to Secured Partythe Collateral Agent, notice of which is hereby waived by the other Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Collateral Agent not to cause any other Subsidiary of Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any each Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 2 contracts

Samples: First Lien Credit Agreement (SafeNet Holding Corp), Second Lien Credit Agreement (SafeNet Holding Corp)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Restricted Subsidiaries of Company Borrower may execute and deliver a counterpart to the Subsidiary Guaranty. In connection therewith, such Subsidiaries of Borrower may become parties hereto as additional Grantors (each an “Additional GrantorsGrantor”), by executing a CounterpartCounterpart substantially in the form of Exhibit VI annexed hereto. Upon delivery of any such Counterpart to Secured Party, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Administrative Agent not to cause any Subsidiary of Company Borrower to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 2 contracts

Samples: Credit Agreement (Isle of Capri Casinos Inc), Security Agreement (Isle of Capri Casinos Inc)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings Parent and such of the Subsidiaries of Company and Parent as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company may become Additional Grantors, Grantors by executing a Counterpart. Upon delivery of any such Counterpart to Secured Party, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party not to cause any Material Subsidiary of Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 2 contracts

Samples: Second Lien Subordinated Note Purchase Agreement (NextWave Wireless Inc.), Intercreditor Agreement (NextWave Wireless Inc.)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings Company and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company may become Additional Grantors, by executing a Counterpart. Upon delivery of any such Counterpart to Secured Partythe Administrative Agent, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party the Administrative Agent not to cause any Subsidiary of Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 2 contracts

Samples: Security Agreement (Hexcel Corp /De/), Security Agreement (Hexcel Corp /De/)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings Company and such of the Subsidiaries Eligible Affiliates of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries Eligible Affiliates of Company may become Additional Grantors, by executing a Counterpart. Upon delivery of any such Counterpart to Secured Party, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party not to cause any Subsidiary Eligible Affiliate of Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 2 contracts

Samples: Security Agreement (Orleans Homebuilders Inc), Security Agreement (Orleans Homebuilders Inc)

Additional Grantors. The initial Subsidiary Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company Borrower as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company Borrower may become Additional Grantorsparties hereto as additional Grantors (each an "ADDITIONAL GRANTOR"), by executing a CounterpartCounterpart substantially in the form of EXHIBIT VI annexed hereto. Upon delivery of any such Counterpart to Secured Party, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Administrative Agent not to cause any Subsidiary of Company Borrower to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 2 contracts

Samples: Credit Agreement (Integrated Defense Technologies Inc), Credit Agreement (Integrated Defense Technologies Inc)

Additional Grantors. The initial Subsidiary Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company may become parties hereto as additional Grantors (each an "Additional GrantorsGrantor"), by executing a Counterpartan acknowledgement to this Agreement substantially in the form of Exhibit V annexed hereto. Upon delivery of any such Counterpart acknowledgement to Administrative Agent and Secured Party, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Administrative Agent not to cause any Subsidiary of Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 2 contracts

Samples: Credit Agreement (DMW Worldwide Inc), Credit Agreement (Arterial Vascular Engineering Inc)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company Loan Parties as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company may become Additional Grantors, Grantors by executing a Counterpart. Upon delivery of any such Counterpart to Secured Partythe Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party the Collateral Agent not to cause any Subsidiary of Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 2 contracts

Samples: First Lien Security Agreement (GoodRx Holdings, Inc.), First Lien Security Agreement (GoodRx Holdings, Inc.)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company Persons may become parties hereto as additional Grantors (each, an “Additional GrantorsGrantor”), by executing a CounterpartJoinder Agreement, together with a Pledge Supplement and any other attachments, all in form and substance reasonably satisfactory to the Collateral Agent and the Administrative Agent. Upon delivery of any such Counterpart Joinder Agreement to Secured Partythe Collateral Agent and the Administrative Agent, notice of which is hereby waived by the other Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Collateral Agent or the Administrative Agent not to cause any other Subsidiary of Company the Borrower to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any each Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 2 contracts

Samples: Pledge and Security Agreement (Empire Resorts Inc), Pledge and Security Agreement (Empire Resorts Inc)

Additional Grantors. The initial Subsidiary Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company may become parties hereto as additional Grantors (each an "Additional GrantorsGrantor"), by executing a Counterpartcounterpart substantially in the form of ------------------ Exhibit VI to this Agreement. Upon delivery of any such Counterpart counterpart to Secured ---------- Party, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Agent not to cause any Subsidiary of Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 2 contracts

Samples: Pledge and Security Agreement (Levi Strauss & Co), Pledge and Security Agreement (Levi Strauss & Co)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings the Borrower and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company may become Additional Grantors, by executing a Counterpart. Upon delivery of any such Counterpart to Secured Partythe Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party the Collateral Agent not to cause any Subsidiary of Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Zebra Technologies Corp)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings the Parent and such those Subsidiaries of the Subsidiaries of Company Parent as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company the Parent may become parties hereto, as additional Grantors (each, an "Additional GrantorsGrantor"), by executing a Counterpartcounterpart of this Agreement substantially in the form of Appendix V attached hereto. Upon delivery of any such Counterpart counterpart to Secured Partythe Purchaser, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, hereunder nor by any election of Secured Party the Purchaser not to cause any Subsidiary of Company the Parent to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder. Each Additional Grantor shall execute the filings specified in Section 5 hereof and such other filings, registrations or instruments as the Purchaser may reasonably request, in order to perfect the security interests granted or purported to granted hereunder.

Appears in 2 contracts

Samples: Intellectual Property Security Agreement (Easyriders Inc), Intellectual Property Security Agreement (Easyriders Inc)

Additional Grantors. The initial Subsidiary Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company may become parties hereto as additional Grantors (each an "Additional GrantorsGrantor"), by ------------------ executing a Counterpartcounterpart substantially in the form of Exhibit VI to this ---------- Agreement. Upon delivery of any such Counterpart counterpart to Secured Party, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Administrative Agent not to cause any Subsidiary of Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 2 contracts

Samples: Pledge and Security Agreement (Levi Strauss & Co), Pledge and Security Agreement (Levi Strauss & Co)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company Borrower may become parties hereto as additional Grantors (the "Additional Grantors"), by executing a counterpart (the "Counterpart") substantially in the form of Exhibit A hereto. Upon delivery of any such Counterpart to Secured Partythe Agent, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Agent not to cause any Subsidiary of Company Borrower to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 2 contracts

Samples: Subsidiary Security Agreement (Mobile Mini Inc), Subsidiary Security Agreement (Mobile Mini Inc)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company may the Borrower (other than any Excluded Subsidiaries) may, in accordance with Section 5.10 of the Credit Agreement or the definition of “Guarantor Subsidiary” in Section 1.1 of the Credit Agreement, become parties hereto as additional Grantors (each, an “Additional GrantorsGrantor”), by executing a CounterpartCounterpart Agreement substantially in the form of Exhibit H to the Credit Agreement. Upon delivery of any such Counterpart Agreement to Secured Party, notice of which is hereby waived by Grantorsthe Collateral Agent, each such Additional Grantor shall be a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party the Collateral Agent not to cause any Subsidiary of Company Borrower to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Lumentum Holdings Inc.), Pledge and Security Agreement (Cohu Inc)

Additional Grantors. The initial Subsidiary Grantors hereunder shall be Company, Holdings and such of the wholly-owned Domestic Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional wholly-owned Domestic Subsidiaries of Company may become Additional Grantorsparties hereto as additional Grantors (each an "ADDITIONAL GRANTOR"), by executing a CounterpartCounterpart substantially in the form of EXHIBIT VI. Upon delivery of any such Counterpart to Secured Party, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Administrative Agent not to cause any wholly-owned Domestic Subsidiary of Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Security Agreement (Autotote Corp)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company Persons may become parties hereto as additional Grantors (each, an “Additional GrantorsGrantor”), by executing a CounterpartPledge Supplement. Upon delivery of any such Counterpart Pledge Supplement to Secured Partythe Collateral Agent, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Collateral Agent not to cause any Subsidiary subsidiary of Company Borrower to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder. Notwithstanding anything herein to the contrary, in no event shall a Controlled Foreign Corporation become a Grantor or an Additional Grantor.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (TerraForm Power, Inc.)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company Persons may become parties hereto as additional Grantors (each, an “Additional GrantorsGrantor”), by executing a CounterpartSupplement to the Pledge and Security Agreement. Upon delivery of any such Counterpart Supplement to Secured Partythe Pledge and Security Agreement in substantially the form of Exhibit G hereto to the Revolving Collateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Revolving Collateral Agent not to cause any Restricted Subsidiary of Company the Borrower to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Revolving Credit and Guaranty Agreement (REV Group, Inc.)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company may become Additional parties hereto, as additional Grantors, by executing a Counterpartcounterpart of this Agreement substantially in the form of Exhibit A annexed hereto. Upon delivery of any such Counterpart counterpart to Secured Party, notice of which is hereby waived by Grantors, each such Additional additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory heretohereof. Each Grantor expressly agrees that its joint and several obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Requisite Lenders not to cause any Subsidiary of Company to become an Additional additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Pledge and Security Agreement (Regent Communications Inc)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings cause each affiliated entity that has executed a security agreement in favor of IDB to become party to the Guaranty and such of the Subsidiaries of Company this Security Agreement as are signatories hereto on the date hereofa Grantor. From time to time subsequent to the date hereof, additional Subsidiaries of Company Persons may become parties hereto as additional Grantors (each, an “Additional GrantorsGrantor”), by executing a Counterpartcounterpart of this Security Agreement substantially in the form of Exhibit A attached hereto. Upon delivery of any such Counterpart counterpart to Secured PartyAsta Group, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, hereunder nor by any election of Secured Party Asta Group not to cause any Subsidiary of Company Credit Party (as defined in the Loan Agreement) or any other Person to become an Additional Grantor hereunder. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Subordinated Guarantor Security Agreement (Asta Funding Inc)

Additional Grantors. The initial Grantors hereunder shall be CompanyBorrower and the Subsidiaries, Holdings and such of the Subsidiaries of Company if any, as are signatories hereto on the date hereofhereto. From time to time subsequent to following the date hereofEffective Date, additional Subsidiaries of Company Borrower may become Additional parties hereto as required by the Amended and Restated Credit Agreement, as additional Grantors, by executing and delivering to Secured Party an Instrument of Joinder substantially in the form of Exhibit A, accompanied by such documentation as Secured Party may reasonably require in connection therewith, wherein such additional Grantors agree to become a Counterpartparty hereto and to be bound hereby. Upon delivery of any such Counterpart Instrument of Joinder to and acceptance thereof by Secured Party, notice of which acceptance is hereby waived by Grantors, each such Additional additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory heretohereof. Each Grantor expressly agrees that its obligations arising hereunder Secured Obligations and the Liens upon its Collateral granted herein shall not be affected or diminished by the addition or release of any other Grantor additional Grantors hereunder, nor by any election of Secured Party not to cause any Subsidiary of Company Borrower to become became an Additional additional Grantor hereunder. This Agreement Assignment shall be fully effective as to any Grantor that who is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Credit Agreement (Pinnacle Entertainment Inc)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such To the extent required pursuant to Section 5.10 of the Subsidiaries Credit Agreement or Section 5.10 of Company as are signatories hereto on the date hereof. From New Credit Agreement, from time to time subsequent to the date hereof, additional Subsidiaries of Company Persons may become parties hereto as additional Grantors (each, an “Additional GrantorsGrantor”), by executing a CounterpartPledge Supplement. Upon delivery of any such Counterpart Pledge Supplement to Secured PartyAdministrative Agent, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Administrative Agent not to cause any Subsidiary of Company Borrower to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Och-Ziff Capital Management Group LLC)

Additional Grantors. The initial Subsidiary Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company may become parties hereto as additional Grantors (each an "Additional GrantorsGrantor"), by executing a CounterpartCounterpart substantially in the form of Exhibit VI annexed hereto. ---------- Upon delivery of any such Counterpart to Secured Party, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Administrative Agent not to cause any Subsidiary of Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Security Agreement (Total Renal Care Holdings Inc)

Additional Grantors. The initial Subsidiary Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company the Borrower as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Domestic Subsidiaries (other than Restricted Subsidiaries) of Company the Borrower may become Additional Grantorsparties hereto as additional Grantors (each an "ADDITIONAL GRANTOR"), by executing a Counterpartcounterpart substantially in the form of EXHIBIT II attached hereto (the "COUNTERPART"). Upon delivery of any such Counterpart counterpart to Secured Partythe Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party the Agent not to cause any Subsidiary of Company the Borrower to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Second Lien Pledge and Security Agreement (Levi Strauss & Co)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries Subsidiary of Company as are signatories that is a signatory hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company may become Additional Grantorsparties hereto, as additional Grantors (each an "ADDITIONAL GRANTOR"), by executing a Counterpartcounterpart of this Agreement substantially in the form of Schedule 19 annexed hereto. Upon delivery of any such Counterpart counterpart to Secured PartyAdministrative Agent, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory heretohereof. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Administrative Agent not to cause any Subsidiary of Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Subsidiary Security Agreement (Zilog Inc)

Additional Grantors. The initial Subsidiary Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company the Borrower as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Domestic Subsidiaries of Company the Borrower may become Additional Grantorsparties hereto as additional Grantors (each an "ADDITIONAL GRANTOR"), by executing a Counterpartcounterpart substantially in the form of Exhibit IV annexed hereto. Upon delivery of any such Counterpart counterpart to the Secured Party, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Administrative Agent not to cause any Subsidiary of Company the Borrower to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Intellectual Property Security Agreement (Levi Strauss & Co)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Restricted Subsidiaries of Company may become Additional Grantorsparties hereto as additional Grantors (each an "ADDITIONAL GRANTOR"), by executing a Counterpartan acknowledgement to this Agreement substantially in the form of EXHIBIT V annexed hereto. Upon delivery of any such Counterpart acknowledgement to Administrative Agent and Secured Party, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Administrative Agent not to cause any Restricted Subsidiary of Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Credit Agreement (Merrill Corp)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company Grantors may become parties hereto as additional Grantors (each, an "Additional GrantorsGrantor"), by executing a Counterpartcounterpart of this Agreement substantially in the form of Exhibit A attached hereto. Upon delivery of any such Counterpart counterpart to Secured Partythe Collateral Agent, notice of which is hereby waived by each of the Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, hereunder nor by any election of Secured Party the Collateral Agent not to cause any Subsidiary of Company Grantor to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Intellectual Property Security Agreement (Barneys New York Inc)

Additional Grantors. The initial Subsidiary Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company LS&Co as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Domestic Subsidiaries (other than Restricted Subsidiaries) of Company LS&Co may become parties hereto as additional Grantors (each an “Additional GrantorsGrantor”), by executing a counterpart substantially in the form of Exhibit II attached hereto (the “Counterpart”). Upon delivery of any such Counterpart to Secured Partythe Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party the Agent not to cause any Subsidiary of Company LS&Co to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Pledge and Security Agreement (Levi Strauss & Co)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to following the date hereofClosing Date, additional Domestic Subsidiaries of Company Borrower may become Additional parties hereto, as additional Grantors, by executing and delivering to Agent an Instrument of Joinder substantially in the form of Exhibit A hereto, accompanied by such documentation as Agent may require in connection therewith, wherein such additional Grantors agree to become a Counterpartparty hereto and to be bound hereby. Upon delivery of any such Counterpart Instrument of Joinder to Secured Partyand acceptance thereof by Agent, notice of which acceptance is hereby waived by Grantors, each such Additional additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory heretohereof. Each Grantor expressly agrees that its obligations arising hereunder Secured Obligations and the Liens upon its Property granted herein shall not be affected or diminished by the addition or release of any other Grantor additional Grantors hereunder, nor by any election of Secured Party not to cause any Domestic Subsidiary of Company Borrower to become an Additional additional Grantor hereunder. This Agreement Assignment shall be fully effective as to any Grantor that who is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Trademark Collateral Assignment (Central Financial Acceptance Corp)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company Persons may become parties hereto as additional Grantors (each, an “Additional GrantorsGrantor”), by executing a CounterpartCounterpart Agreement. Upon delivery of any such Counterpart counterpart agreement to Secured Partythe Administrative Agent, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Administrative Agent not to cause any Subsidiary of Company Borrower to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder. For the avoidance of doubt, unless requested by the Administrative Agent in its sole discretion, no Foreign Subsidiary of Borrower shall be a Grantor or otherwise be required to pledge its assets.

Appears in 1 contract

Samples: Pledge and Security Agreement (TherapeuticsMD, Inc.)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings Borrower and such of the those Subsidiaries of Company as are signatories hereto on the date hereofhereto. From time to time subsequent to following the date hereofClosing Date, additional Subsidiaries of Company Borrower may become Additional parties hereto, as additional Grantors, by executing and delivering to Secured Party an Instrument of Joinder substantially in the form of Exhibit A, accompanied by such documentation as Secured Party may require in connection therewith, wherein such additional Grantors agree to become a Counterpartparty hereto and to be bound hereby. Upon delivery of any such Counterpart Instrument of Joinder to and acceptance thereof by Secured Party, notice of which acceptance is hereby waived by Grantors, each such Additional additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory heretohereof. Each Grantor expressly agrees that its obligations arising hereunder Obligations and the Liens upon its property granted herein shall not be affected or diminished by the addition or release of any other Grantor additional Grantors hereunder, nor by any election of Secured Party not to cause any Subsidiary of Company Borrower to become an Additional additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that who is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Note Purchase and Private Shelf Agreement (Wd 40 Co)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to following the date hereofClosing Date, additional Subsidiaries of Company Persons may become Additional parties hereto, as additional Grantors, by executing and delivering to Secured Party an Instrument of Joinder substantially in the form of Exhibit A, accompanied by such documentation as the Secured Party may require in connection therewith, wherein such additional Grantors agree to become a Counterpartparty hereto and to be bound hereby. Upon delivery of any such Counterpart Instrument of Joinder to and acceptance thereof by Secured Party, notice of which acceptance is hereby waived by Grantors, each such Additional additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory heretohereof. Each Grantor expressly agrees that its obligations arising hereunder Secured Obligations and the Liens upon its property granted herein shall not be affected or diminished by the addition or release of any other Grantor additional Grantors hereunder, nor by any election of Secured Party not to cause any Subsidiary of Company Borrower to become an Additional additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that who is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Security Agreement (Herbst Gaming Inc)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings cause each affiliated entity that has executed a security agreement in favor of [IDB] to become party to the Guaranty and such of the Subsidiaries of Company this Security Agreement as are signatories hereto on the date hereofa Grantor. From time to time subsequent to the date hereof, additional Subsidiaries of Company Persons may become parties hereto as additional Grantors (each, an “Additional GrantorsGrantor”), by executing a Counterpartcounterpart of this Security Agreement substantially in the form of Exhibit A attached hereto. Upon delivery of any such Counterpart counterpart to Secured PartyCollateral Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, hereunder nor by any election of Secured Party Collateral Agent not to cause any Subsidiary of Company Credit Party (as defined in the Loan Agreement) or any other Person to become an Additional Grantor hereunder. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Subordinated Guarantor Security Agreement (Asta Funding Inc)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company Persons may become parties hereto as additional Grantors (each, an “Additional GrantorsGrantor”), by executing a CounterpartCounterpart Agreement. Upon delivery of any such Counterpart Agreement to Secured Partythe Administrative Agent, notice of which is hereby waived by Grantors, and delivery to Administrative Agent a completed Pledge Supplement, together with all Supplements to Schedules thereto, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Administrative Agent not to cause any Subsidiary of Company Borrower to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Pledge and Security Agreement (Better Choice Co Inc.)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such Each Subsidiary of the Subsidiaries Issuer that is required to become a party to this Agreement pursuant to Sections 4.19 and 11.03 of Company as are signatories hereto on the date hereof. From time to time subsequent to Indenture (each an “Additional Grantor”) shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement substantially in the date hereof, additional Subsidiaries form of Company may become Additional Grantors, by executing a Counterpart. Exhibit B. Upon delivery of any such Counterpart Assumption Agreement to Secured Partythe Notes Collateral Agent, notice of which is hereby waived by Grantorseach other Grantor, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Notes Collateral Agent (acting at the written direction of the Majority Holders) or the Issuer (to the extent in accordance with the terms of the Indenture) not to cause any Subsidiary of Company the Issuer to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Collateral Agreement (B&G Foods, Inc.)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, to the extent required by the Loan Documents, additional Subsidiaries of Company Persons may become parties hereto as additional Grantors (each, an “Additional GrantorsGrantor”), by executing a Counterpartjoinder to this Agreement in form and substance satisfactory to the Lender. Upon delivery of any such Counterpart joinder to Secured Partythe Lender, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party the Lender not to cause any Subsidiary of Company Borrower to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Security Agreement (BOSTON OMAHA Corp)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings the Company and such of the Subsidiaries of the Company as are signatories hereto on the date hereof. From time to time subsequent to after the date hereof, additional other Subsidiaries of Company may become Additional Grantors, Grantors by executing a CounterpartJoinder. Upon delivery of any such Counterpart Joinder to the Secured Party, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto, but effective as of such delivery. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of the Secured Party not to cause any Subsidiary of the Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Security Agreement (Green Plains Renewable Energy, Inc.)

Additional Grantors. The initial Grantors Grantor hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company may become Additional Grantors, by executing a Counterpart. Upon delivery of any such Counterpart to Secured Party, notice of which is hereby waived by GrantorsGrantor, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party not to cause any Subsidiary of Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Security Agreement (American Oil & Gas Inc)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company Persons may become parties hereto as additional Grantors (each, an “Additional GrantorsGrantor”), by executing a CounterpartPledge Supplement. Upon delivery of any such Counterpart Pledge Supplement to Secured Partythe Collateral Trustee, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Collateral Trustee not to cause any Subsidiary of Company Borrower to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder. This Agreement shall, with respect to any Additional Grantor, be subject to any limitations set forth in the Pledge Supplement pursuant to which such Additional Grantor becomes party to this Agreement.

Appears in 1 contract

Samples: First Supplemental Indenture (Sunedison, Inc.)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company Persons may become parties hereto as additional Grantors (each, an “Additional GrantorsGrantor”), by executing a Counterpart. supplement to this Agreement (a “Collateral Agreement Supplement”) in the form attached hereto as Exhibit E. Upon delivery of any such Counterpart Collateral Agreement Supplement to Secured Partythe Administrative Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party the Administrative Agent not to cause any Subsidiary of Company the Borrower to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Collateral Agreement (Us Ecology, Inc.)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries Subsidiary of Company as are signatories that is a signatory hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company may become Additional Grantorsparties hereto, as additional Grantors (each an "ADDITIONAL GRANTOR"), by executing a Counterpartcounterpart of this Agreement substantially in the form of Schedule 5 annexed hereto. Upon delivery of any such Counterpart counterpart to Secured PartyTrustee, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory heretohereof. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Trustee not to cause any Subsidiary of Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Subsidiary Security Agreement (Zilog Inc)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company may become Additional Grantorsparties hereto, as additional Grantors (each an "ADDITIONAL GRANTOR"), by executing a Counterpartexecuting, delivering and recording in all places where this Agreement is recorded an appropriate Patent and Trademark Security Agreement, substantially in the form hereof, with appropriate insertions, or an amendment to this Agreement. Upon delivery of any such Counterpart agreement or amendment to Secured PartyTrustee, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Trustee not to cause any Subsidiary of Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Patent and Trademark Security Agreement (Zilog Inc)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company Borrowers under the Credit Agreement may become Additional Grantorsparties hereto as additional Grantors (each such Borrower being an "ADDITIONAL GRANTOR"), by executing a CounterpartCounterpart substantially in the form of EXHIBIT III annexed hereto. Upon delivery of any such Counterpart to Secured Party, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition additional or release of any other Grantor hereunder, nor by any election of Secured Party Agent not to cause any Subsidiary of Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Debt Agreement (Loewen Group Inc)

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Additional Grantors. The initial Subsidiary Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company may become parties hereto as additional Grantors (each an “Additional GrantorsGrantor”), by executing a CounterpartCounterpart substantially in the form of Exhibit I annexed hereto. Upon delivery of any such Counterpart to Secured PartyCollateral Agent, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Collateral Agent not to cause any Subsidiary of Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Security Agreement (Owens Illinois Group Inc)

Additional Grantors. The initial Subsidiary Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company LS&Co. as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Domestic Subsidiaries (other than Restricted Subsidiaries) of Company LS&Co. may become Additional Grantorsparties hereto as additional Grantors (each an "ADDITIONAL GRANTOR"), by executing a Counterpartcounterpart substantially in the form of EXHIBIT II attached hereto (the "COUNTERPART"). Upon delivery of any such Counterpart counterpart to Secured Partythe Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party the Agent not to cause any Subsidiary of Company LS&Co. to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Pledge and Security Agreement (Levi Strauss & Co)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company may become Additional Grantors, Grantors by executing a Counterpart. Upon delivery of any such Counterpart to Secured Party, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party not to cause any Subsidiary of Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Credit Agreement (United Online Inc)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company Persons may become parties hereto as additional Grantors (each, an “Additional GrantorsGrantor”), by executing a CounterpartPledge Supplement, with notice to, but without further action by or consent required from, the Notes Collateral Trustee. Upon delivery of any such Counterpart Pledge Supplement to Secured Partythe Notes Collateral Trustee, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Notes Collateral Trustee not to cause any Subsidiary of Company the Issuer, Holdings or any Subsidiary Guarantor to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Pledge and Security Agreement (Signature Group Holdings, Inc.)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings the Borrowers and such Subsidiaries of the Subsidiaries of Company Borrowers as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company any Borrower may become parties hereto, as additional Grantors (each an "Additional GrantorsGrantor"), by executing a Counterpartjoinder in the form of Exhibit B attached hereto. Upon delivery of any such Counterpart joinder to Secured PartyAgent, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory heretohereof. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Agent not to cause any Subsidiary of Company any Borrower to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Security Agreement (Mediabay Inc)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to following the date hereofIssue Date, additional Subsidiaries of Company the Issuers may become Additional parties hereto, as additional Grantors, by executing and delivering to the Collateral Agent an Instrument of Joinder substantially in the form of Exhibit A hereto, accompanied by such documentation in form and substance as shall be necessary to perfect, when filed and/or recorded, Collateral Agent’s security interest in the assets of such additional Grantor comprising Collateral, and accompanied by any other documentation as Collateral Agent may reasonably require in connection therewith, wherein such additional Grantors agree to become a Counterpartparty hereto and to be bound hereby. Upon delivery of any such Counterpart Instrument of Joinder to and acceptance thereof by the Secured Party, notice of which acceptance is hereby waived by Grantors, each such Additional additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory heretohereof. Each Grantor expressly agrees that its obligations arising hereunder and the Liens upon its Property granted herein shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party not to cause any Subsidiary of Company to become an Additional Grantor additional Grantors hereunder. This Agreement shall be fully effective as to any Grantor that who is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: First Lien Security Agreement (CityCenter Holdings, LLC)

Additional Grantors. The initial Grantors hereunder shall be CompanyBorrower and the Subsidiaries, Holdings and such of the Subsidiaries of Company if any, as are signatories hereto on the date hereofhereto. From time to time subsequent to following the date hereofClosing Date, additional Subsidiaries of Company Borrower may become Additional parties hereto as required by the Credit Agreement, as additional Grantors, by executing and delivering to Secured Party an Instrument of Joinder substantially in the form of Exhibit A, accompanied by such documentation as Secured Party may require in connection therewith, wherein such additional Grantors agree to become a Counterpartparty hereto and to be bound hereby. Upon delivery of any such Counterpart Instrument of Joinder to and acceptance thereof by Secured Party, notice of which acceptance is hereby waived by Grantors, each such Additional additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory heretohereof. Each Grantor expressly agrees that its obligations arising hereunder Secured Obligations and the Liens upon its Property granted herein shall not be affected or diminished by the addition or release of any other Grantor additional Grantors hereunder, nor by any election of Secured Party not to cause any Subsidiary of Company Borrower to become became an Additional additional Grantor hereunder. This Agreement Assignment shall be fully effective as to any Grantor that who is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Credit Agreement (Pinnacle Entertainment Inc)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional US Restricted Holding Company Subsidiaries of Company may become parties hereto as additional Grantors (each, an “Additional Grantors, Grantor”) by executing a CounterpartCounterpart Agreement. Upon delivery of any such Counterpart Agreement to Secured Partythe Collateral Agent, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Collateral Agent not to cause any US Restricted Holding Company Subsidiary of Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Pattern Energy Group Inc.)

Additional Grantors. The initial Subsidiary Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company the Borrower as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company the Borrower may become parties hereto as additional Grantors (each an "Additional GrantorsGrantor"), by executing a CounterpartCounterpart substantially in the form of Exhibit VII annexed hereto. Upon delivery of any such Counterpart to Secured Party, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Administrative Agent not to cause any Subsidiary of Company the Borrower to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Credit Agreement (Planvista Corp)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to following the date hereofIssue Date, additional Subsidiaries of Company the Issuers may become Additional parties hereto, as additional Grantors, by executing and delivering to Collateral Agent an Instrument of Joinder substantially in the form of Exhibit A hereto, accompanied by such documentation in form and substance as shall be necessary to perfect, when filed and/or recorded, Collateral Agent’s security interest in the assets of such additional Grantor comprising Collateral, and accompanied by any other documentation as Collateral Agent may reasonably require in connection therewith, wherein such additional Grantors agree to become a Counterpartparty hereto and to be bound hereby. Upon delivery of any such Counterpart Instrument of Joinder to and acceptance thereof by the Secured Party, notice of which acceptance is hereby waived by Grantors, each such Additional additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory heretohereof. Each Grantor expressly agrees that its obligations arising hereunder and the Liens upon its Property granted herein shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party not to cause any Subsidiary of Company to become an Additional Grantor additional Grantors hereunder. This Agreement shall be fully effective as to any Grantor that who is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Second Lien Security Agreement (CityCenter Holdings, LLC)

Additional Grantors. The initial Subsidiary Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company the Borrower as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Material Domestic Subsidiaries of Company the Borrower may become parties hereto as additional Grantors (each an "Additional GrantorsGrantor"), by executing a Counterpartcounterpart substantially in the form of Exhibit VI annexed hereto. Upon delivery of any such Counterpart counterpart to the ---------- Secured Party, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Administrative Agent not to cause any Subsidiary of Company the Borrower to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Pledge and Security Agreement (Levi Strauss & Co)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to following the date hereof, additional Subsidiaries of Company Borrower may become Additional parties hereto, as additional Grantors, by executing and delivering to Secured Party a CounterpartJoinder Agreement substantially in the form of Exhibit A attached hereto, accompanied by such documentation as Secured Party may require in connection therewith, wherein such additional Grantors agree to become a party hereto and to be bound hereby. Upon delivery of any such Counterpart Joinder Agreement to and acceptance thereof by Secured Party, notice of which acceptance is hereby waived by Grantors, each such Additional additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory heretohereof. Each Grantor expressly agrees that its obligations arising hereunder Obligations and the Liens upon its Property granted herein shall not be affected or diminished by the addition or release of any other Grantor additional Grantors hereunder, nor by any election of Secured Party not to cause any Subsidiary of Company Borrower to become an Additional additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that who is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Note Purchase and Private Shelf Agreement (Wd 40 Co)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings Company and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, the Parent and additional Subsidiaries of Company or the Parent may become Additional Grantors, by executing a Counterpart. Upon delivery of any such Counterpart to Secured Party, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party not to cause any Material Subsidiary of Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Pledge and Security Agreement (NextWave Wireless LLC)

Additional Grantors. The initial Subsidiary Grantors hereunder shall be Company, Holdings and such of the Material Subsidiaries of Company Borrower as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company Borrower may become Additional Grantorsparties hereto as additional Grantors (each an "ADDITIONAL GRANTOR"), by executing a CounterpartCounterpart substantially in the form of Exhibit VI annexed hereto. Upon delivery of any such Counterpart to Secured Party, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Administrative Agent not to cause any Subsidiary of Company Borrower to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.party

Appears in 1 contract

Samples: Security Agreement (Brand Services)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to following the date hereofClosing Date, additional Subsidiaries of Company Borrower may become Additional parties hereto, as additional Grantors, by executing and delivering to the Administrative Agent an Instrument of Joinder substantially in the form of Exhibit A hereto, accompanied by such documentation as Administrative Agent may require in connection therewith, wherein such additional Grantors agree to become a Counterpartparty hereto and to be bound hereby. Upon delivery of any such Counterpart Instrument of Joinder to Secured Partyand acceptance thereof by the Administrative Agent, notice of which acceptance is hereby waived by Grantors, each such Additional additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory heretohereof. Each Grantor expressly agrees that its obligations arising hereunder Obligations and the Liens upon its property granted herein shall not be affected or diminished by the addition or release of any other Grantor additional Grantors hereunder, nor by any election of Secured Party not to cause any Subsidiary of Company Borrower to become an Additional additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that who is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Credit Agreement (Southwest Water Co)

Additional Grantors. The initial Grantors hereunder shall be CompanyWD 40, Holdings WD-40 Manufacturing, HPD Holdings, and such of the Subsidiaries of Company as are signatories hereto on the date hereofHPD Laboratories. From time to time subsequent to following the date hereofClosing Date, additional Subsidiaries Affiliates of Company WD-40 may become Additional parties hereto, as additional Grantors, by executing and delivering to Secured Party an Instrument of Joinder substantially in the form of Exhibit A, accompanied by such documentation as the Secured Party may require in connection therewith, wherein such additional Grantors agree to become a Counterpartparty hereto and to be bound hereby. Upon delivery of any such Counterpart Instrument of Joinder to and acceptance thereof by Secured Party, notice of which acceptance is hereby waived by Grantors, each such Additional additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory heretohereof. Each Grantor expressly agrees that its obligations arising hereunder Secured Obligations and the Liens upon its Property granted herein shall not be affected or diminished by the addition or release of any other Grantor additional Grantors hereunder, nor by any election of Secured Party not to cause any Subsidiary other Affiliate of Company WD-40 to become an Additional additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that who is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Note Purchase and Private Shelf Agreement (Wd 40 Co)

Additional Grantors. The initial Grantors hereunder shall be CompanyParent Issuer, Holdings Company and such of the Subsidiaries of Company and Parent Issuer as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company may become Additional Grantors, Grantors by executing a Counterpart. Upon delivery of any such Counterpart to Secured Party, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party not to cause any Material Subsidiary of Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.. SF1:728435 17

Appears in 1 contract

Samples: Third Lien Subordinated Exchange Note Exchange Agreement (NextWave Wireless Inc.)

Additional Grantors. The initial Subsidiary Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company may become parties hereto as additional Grantors (each an "Additional GrantorsGrantor"), by executing a Counterpartcounterpart of this Agreement. Upon delivery of any such Counterpart counterpart to Chase Co-Administrative Agent and Secured Party, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Chase Co-Administrative Agent not to cause any Subsidiary of Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Credit Agreement (Outsourcing Solutions Inc)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company Credit Parties as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional direct and indirect Subsidiaries of Company the Grantors may become parties hereto, as additional Grantors (each, an "Additional GrantorsGrantor"), by executing a Counterpartcounterpart of this Security Agreement substantially in the form of Exhibit B attached hereto. Upon delivery of any such Counterpart counterpart to Secured PartyAgent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations Obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, hereunder nor by any election of Secured Party Agent not to cause any Subsidiary of Company any Grantor to become an Additional Grantor hereunder. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Security Agreement (Coyne International Enterprises Corp)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereofClosing Date, additional Subsidiaries of Company Persons may become parties hereto as additional Grantors (each, an “Additional Grantors, Grantor”) by executing a CounterpartSecurity Agreement Supplement, accompanied by such documentation as required by the Loan Agreement and such documentation as Agent may otherwise reasonably require to establish the due organization, valid existence and good standing of each such Person, its qualification to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, its authority to execute, deliver and perform this Agreement, and the identity, authority and capacity of each Authorized Signatory thereof authorized to act on its behalf. Upon delivery of any such Counterpart Security Agreement Supplement to Secured PartyAgent, notice of which is hereby waived by Grantorseach Grantor, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Agent not to cause any Subsidiary of Company Borrower to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Security Agreement (Dts, Inc.)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to following the date hereofClosing Date, additional Subsidiaries of Company the Borrower may become Additional parties hereto, as additional Grantors, by executing and delivering to the Collateral Agent an Instrument of Joinder substantially in the form of Exhibit A hereto, accompanied by such documentation as Collateral Agent may reasonably require in connection therewith, wherein such additional Grantors agree to become a Counterpartparty hereto and to be bound hereby. Upon delivery of any such Counterpart Instrument of Joinder to and acceptance thereof by the Secured Party, notice of which acceptance is hereby waived by Grantors, each such Additional additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory heretohereof. Each Grantor expressly agrees that its obligations arising hereunder and the Liens upon its Property granted herein shall not be affected or diminished by the addition or release of any other Grantor additional Grantors hereunder, nor by any election of Secured Party Collateral Agent not to cause any Subsidiary of Company the Borrower to become an Additional additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that who is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Security Agreement (CityCenter Holdings, LLC)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to following the date hereofClosing Date, additional Significant Subsidiaries of Company the Borrower may become Additional parties hereto, as additional Grantors, by executing and delivering to the Bank an Instrument of Joinder substantially in the form of EXHIBIT A, accompanied by such documentation as the Bank may require in connection therewith, wherein such additional Grantors agree to become a Counterpartparty hereto and to be bound hereby. Upon delivery of any such Counterpart Instrument of Joinder to Secured Partyand acceptance thereof by the Bank, notice of which acceptance is hereby waived by Grantors, each such Additional additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory heretohereof. Each Grantor expressly agrees that its obligations arising hereunder Secured Obligations and the liens upon its property granted herein shall not be affected or diminished by the addition or release of any other Grantor additional Grantors hereunder, nor by any election of Secured Party the Bank not to cause any Subsidiary other Significant Subsidiaries of Company the Borrower to become an Additional additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that who is or becomes a party hereto regardless of whether any other Person person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Security Agreement (Quidel Corp /De/)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are Credit Parties signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company Credit Parties may become parties hereto, as additional Grantors (each, an "Additional GrantorsGrantor"), by executing a Counterpartcounterpart of this Intellectual Property Security Agreement substantially in the form of Exhibit A attached hereto. Upon delivery of any such Counterpart counterpart to Secured PartyAgent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, hereunder nor by any election of Secured Party Agent not to cause any Subsidiary of Company Credit Party to become an Additional Grantor hereunder. This Intellectual Property Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Intellectual Property Security Agreement (Coyne International Enterprises Corp)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings the Borrower and such of the Significant Domestic Subsidiaries of Company as are signatories hereto on the date hereofhereto. From time to time subsequent to following the date hereofClosing Date, additional Significant Domestic Subsidiaries of Company the Borrower may become Additional parties hereto, as additional Grantors, by executing and delivering to Secured Party an Instrument of Joinder substantially in the form of Exhibit A, accompanied by such documentation as the Secured Party may require in connection therewith, wherein such additional Grantors agree to become a Counterpartparty hereto and to be bound hereby. Upon delivery of any such Counterpart Instrument of Joinder to and acceptance thereof by Secured Party, notice of which acceptance is hereby waived by Grantors, each such Additional additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory heretohereof. Each Grantor expressly agrees that its obligations arising hereunder Obligations and the Liens upon its Property granted herein shall not be affected or diminished by the addition or release of any other Grantor additional Grantors hereunder, nor by any election of Secured Party not to cause any Significant Domestic Subsidiary of Company the Borrower to become an Additional additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that who is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Revolving/Term Loan Agreement (Viasat Inc)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Domestic Subsidiaries of Company may become parties hereto as Additional Grantors, by executing and delivering to the Administrative Agent a Counterpartcompleted Pledge Supplement, substantially in the form of Annex II. Upon Subject to delivery of any such Counterpart counterpart agreement to Secured Partythe Administrative Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its such Grantor’s obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Administrative Agent not to cause any Subsidiary of Company any Grantor to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Pledge and Security Agreement (Talecris Biotherapeutics Holdings Corp.)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to following the date hereofClosing Date, additional Subsidiaries of Company Borrower may become Additional parties hereto, as additional Grantors, by executing and delivering to Administrative Agent an Instrument of Joinder substantially in the form of Exhibit A hereto, accompanied by such documentation as Administrative Agent may require in connection therewith, wherein such additional Grantors agree to become a Counterpartparty hereto and to be bound hereby. Upon delivery of any such Counterpart Instrument of Joinder to Secured Partyand acceptance thereof by Administrative Agent, notice of which acceptance is hereby waived by Grantors, each such Additional additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory heretohereof. Each Grantor expressly agrees that its obligations arising hereunder Obligations and the Liens upon its property granted herein shall not be affected or diminished by the addition or release of any other Grantor additional Grantors hereunder, nor by any election of Secured Party not to cause Borrower or any Subsidiary of Company Borrower to become an Additional additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that who is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Credit Agreement (Herbst Gaming Inc)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company Persons may become Additional Grantorsparties hereto as additional Grantors (each, an "ADDITIONAL GRANTOR"), and each Grantor shall cause each of its domestic Subsidiaries from time to time formed or acquired after the date hereof to become parties hereto as additional Grantors by executing a Counterpartcounterpart to this agreement by which it agrees to be bound hereby as though it were an original signatory hereto and provides supplements to the schedules hereto with respect to itself and its Collateral. Upon delivery of any such Counterpart Agreement to Secured Partythe Collateral Agent, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Collateral Agent not to cause any Subsidiary of Company any Borrower to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Security and Pledge Agreement (Delta I Acquisition Inc)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to following the date hereofClosing Date, additional Subsidiaries of Company Persons may become Additional parties hereto, as additional Grantors, by executing and delivering to Secured Party an Instrument of Joinder substantially in the form of Exhibit A, accompanied by such documentation as the Secured Party may require in connection therewith, wherein such additional Grantors agree to become a Counterpartparty hereto and to be bound hereby, provided, however, that prior approval of the applicable Gaming Board must be obtained for the pledge of the capital stock of any additional Grantor regulated thereby. Upon delivery of any such Counterpart Instrument of Joinder to and acceptance thereof by Secured PartyParry, notice of which acceptance is hereby waived by Grantors, each such Additional additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory heretohereof. Each Grantor expressly agrees that its obligations arising hereunder Secured Obligations and the Liens upon its Property granted herein shall not be affected or diminished by the addition or release of any other Grantor additional Grantors hereunder, nor by any election of Secured Party not to cause any Subsidiary of Company Borrower to become an Additional additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that who is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Credit Agreement (Pinnacle Entertainment Inc)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company may become parties hereto as additional Grantors (each an "Additional GrantorsGrantor"), by executing a Counterpartan acknowledgement to this Agreement substantially in the form of Schedule V annexed hereto. Upon delivery of any such Counterpart acknowledgment to Chase Co-Administrative Agent and Secured Party, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Chase Co-Administrative Agent not to cause any Subsidiary of Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Credit Agreement (Outsourcing Solutions Inc)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of include the Subsidiaries of Company as are signatories hereto on the date hereofBorrowers. From time to time subsequent to the date hereof, additional Subsidiaries of Company Persons may become parties hereto as additional Grantors (each, an “Additional GrantorsGrantor”), by executing a Counterpartcounterpart of this Security Agreement substantially in the form of Exhibit B attached hereto. Upon delivery of any such Counterpart counterpart to Secured PartyAgent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, hereunder nor by any election of Secured Party Agent not to cause any Subsidiary of Company Person to become an Additional Grantor hereunder. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Security Agreement (Asta Funding Inc)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings Marketing and such of the Subsidiaries of Company as are signatories hereto on the date hereofTelecom. From time to time subsequent to the date hereof, additional Subsidiaries of Company the Borrower may become Additional Grantorsparty hereto, as additional Grantors (each an "ADDITIONAL GRANTOR"), by executing a Counterpart. Joinder Agreement substantially in the form attached hereto as EXHIBIT A. Upon delivery of any such Counterpart Joinder Agreement to Secured Partythe Agent, notice of which is hereby waived by Grantorseach Grantor, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory heretohereof. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party any Beneficiary not to cause any Subsidiary of Company Borrower to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Subsidiary Pledge and Security Agreement (Flashnet Communications Inc)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Domestic Subsidiaries of Company may become Additional Grantors, by executing a Counterpart. , Upon delivery of any such Counterpart to Secured Party, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party not to cause any Domestic Subsidiary of Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Security Agreement (Panolam Industries International Inc)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company Persons may become parties hereto as additional Grantors (each, an “Additional GrantorsGrantor”), by executing and delivering to the Collateral Trustee a CounterpartSubsidiary Joinder Agreement (together with updates to the Collateral Schedules reflecting the property of such Additional Grantor), or such other documentation as may be reasonably acceptable to the Collateral Trustee, in accordance with Section 7.6(a) of the Arrangement Agreement. Upon delivery of any such Counterpart Subsidiary Joinder Agreement or other documentation to Secured Partythe Collateral Trustee, notice of which is hereby waived by the other Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Collateral Trustee or DOE not to cause any Subsidiary of Company the Borrower to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Pledge and Security Agreement (Tesla Motors Inc)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereofClosing Date, additional Subsidiaries of Company Persons may become parties hereto as additional Grantors (each, an “Additional Grantors, Grantor”) by executing a CounterpartCollateral Agreement Supplement, accompanied by such documentation as the Administrative Agent may reasonably require in accordance with Section 8.13 of the Credit Agreement. Upon delivery of any such Counterpart Collateral Agreement Supplement to Secured Partythe Administrative Agent, notice of which is hereby waived by Grantorseach Grantor, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party the Administrative Agent not to cause any Subsidiary of Company Borrower to become an Additional Grantor hereunder. This Subject to Section 11, this Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Collateral Agreement (Dts, Inc.)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings and such of the Subsidiaries Subsidiary of Company as are signatories that is a signatory hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company may become Additional Grantorsparties hereto, as additional Grantors (each an "ADDITIONAL GRANTOR"), by executing a Counterpartcounterpart of this Agreement substantially in the form of Schedule 20 annexed hereto, by executing, delivering and recording in all places where this Agreement is recorded an appropriate Copyright Security Agreement, substantially in the form hereof, with appropriate insertions, or by executing an Amendment to this Agreement, as Secured Party may direct. Upon delivery of any such Counterpart counterpart to Secured Party, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory heretohereof. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party not to cause any Subsidiary of Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Copyright Security Agreement (Zilog Inc)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings the Company and such of the Subsidiaries of the Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of the Company may become Additional parties hereto, as additional Grantors, by executing a Counterpartcounterpart of this Agreement substantially in the form of Appendix C attached hereto. Upon delivery of any such Counterpart counterpart to the Secured Party, notice of which is hereby waived by Grantors, each such Additional additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory heretohereof. Each Grantor expressly agrees that its joint and several obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party the Agent not to cause any Subsidiary of the Company to become an Additional additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Senior Secured Revolving Credit Agreement (Wyndham Hotel Corp)

Additional Grantors. The initial Grantors hereunder shall be Company, Holdings Company and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company may become Additional Grantors, by executing a Counterpart. Upon delivery of any such Counterpart to Secured PartyCollateral Agent, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Collateral Agent not to cause any Subsidiary of Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Security Agreement (Loral Space & Communications Inc.)

Additional Grantors. The initial Subsidiary Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Company may become parties hereto as additional Grantors (each an "Additional GrantorsGrantor"), by executing a Counterpartan acknowledgement to this Agreement substantially in the form of Schedule V annexed hereto. Upon delivery of any such Counterpart acknowledgment to Chase Co-Administrative Agent and Secured Party, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Chase Co-Administrative Agent not to cause any Subsidiary of Company to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Credit Agreement (Outsourcing Solutions Inc)

Additional Grantors. The initial Subsidiary Grantors hereunder shall be Company, Holdings and such of the Subsidiaries of Company the Borrower as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Material Domestic Subsidiaries of Company the Borrower may become Additional Grantorsparties hereto as additional Grantors (each an "ADDITIONAL GRANTOR"), by executing a Counterpartcounterpart substantially in the form of Exhibit VI annexed hereto. Upon delivery of any such Counterpart counterpart to Secured Party, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party Administrative Agent not to cause any Subsidiary of Company the Borrower to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

Appears in 1 contract

Samples: Pledge and Security Agreement (Levi Strauss & Co)

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