We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Common use of Affirmations Clause in Contracts

Affirmations. The Pledgor hereby reaffirms and acknowledges the pledge and collateral assignment to, and the grant of security interest in, the Additional Interests contained in the Pledge Agreement and pledges and collaterally assigns to the Administrative Agent for the benefit of the Secured Parties, and grants to the Administrative Agent for the benefit of the Secured Parties a security interest in all of the Pledgor’s right, title and interest in and to the Additional Interests and all of the following: (a) all money, securities, security entitlements and other investment property, dividends, rights, general intangibles and other property at any time and from time to time (x) declared or distributed in respect of or in exchange for or on conversion of any or all of the Additional Interests or (y) by its or their terms exchangeable or exercisable for or convertible into any Additional Interest or other Pledged Interest; (b) all other property of whatever character or description, including money, securities, security entitlements and other investment property, and general intangibles hereafter, in each case delivered to the Administrative Agent in substitution for or as an addition to any of the foregoing; (c) any proceeds thereof and all certificates and instruments representing or evidencing any of the foregoing or any proceeds thereof; and (d) all proceeds of any of the foregoing. The Pledgor hereby acknowledges, agrees and confirms by its execution of this Pledge Agreement Supplement that the Additional Interests constitute “Pledged Interests” under and are subject to the Pledge Agreement, and the items of property referred to in clauses (a) through (d) above (the “Additional Collateral”) shall collectively constitute “Collateral” under and are subject to the Pledge Agreement, including without limitation the limitations contained in Section 2(a) of the Pledge Agreement. Each of the representations and warranties with respect to Pledged Interests and Collateral contained in the Pledge Agreement is hereby made by the Pledgor with respect to the Additional Interests and the Additional Collateral, respectively, as of the date hereof. The Pledgor further represents and warrants that Annex A attached to this Pledge Agreement Supplement contains a true, correct and complete description of the Additional Interests, and that all other documents required to be furnished to the Administrative Agent pursuant to Section 3(c) of the Pledge Agreement in connection with the Additional Collateral have been delivered or are being delivered simultaneously herewith to the Administrative Agent. The Pledgor further acknowledges that Schedule I to the Pledge Agreement shall be deemed, as to it, to be supplemented as of the date hereof to include the Additional Interests as described on Annex A to this Pledge Agreement Supplement.

Appears in 3 contracts

Samples: Credit Agreement (Varian Medical Systems Inc), Credit Agreement (Varian Medical Systems Inc), Credit Agreement (Varian Medical Systems Inc)

Affirmations. The Pledgor hereby reaffirms and acknowledges the pledge and collateral assignment to, and the grant of security interest in, the Additional Interests contained in the Pledge Agreement and pledges and collaterally assigns to the Administrative Agent for the benefit of the Secured Parties, and grants to the Administrative Agent for the benefit of the Secured Parties a first priority lien and security interest in all of the Pledgor’s rightin, title and interest in and to the Additional Interests and all of the following: (a) all money, securities, security entitlements and other investment property, dividends, rights, general intangibles and other property at any time and from time to time (x) declared or distributed in respect of or in exchange for or on conversion of any or all of the Additional Interests or (y) by its or their terms exchangeable or exercisable for or convertible into any Additional Interest or other Pledged Interest; (b) all other property of whatever character or description, including money, securities, security entitlements and other investment property, and general intangibles hereafter, in each case hereafter delivered to the Administrative Agent in substitution for or as an addition to any of the foregoing; (c) all securities accounts to which may at any time be credited any or all of the foregoing or any proceeds thereof and all certificates and instruments representing or evidencing any of the foregoing or any proceeds thereof; and (d) all proceeds of any of the foregoing. The Pledgor hereby acknowledges, agrees and confirms by its execution of this Pledge Agreement Supplement that the Additional Interests constitute “Pledged Interests” under and are subject to the Pledge Agreement, and the items of property referred to in clauses (a) through (d) above (the “Additional Collateral”) shall collectively constitute “Collateral” under and are subject to the Pledge Agreement, including without limitation the limitations contained in Section 2(a) of the Pledge Agreement. Each of the representations and warranties with respect to Pledged Interests and Collateral contained in the Pledge Agreement is hereby made by the Pledgor with respect to the Additional Interests and the Additional Collateral, respectively, as of the date hereof. The Pledgor further represents and warrants that Annex A attached to this Pledge Agreement Supplement contains a true, correct and complete description of the Additional Interests, and that all other documents required to be furnished to the Administrative Agent pursuant to Section 3(c) of the Pledge Agreement in connection with the Additional Collateral have been delivered or are being delivered simultaneously herewith to the Administrative Agent. The Pledgor further acknowledges that Schedule I to the Pledge Agreement shall be deemed, as to it, to be supplemented as of the date hereof to include the Additional Interests as described on Annex A to this Pledge Agreement Supplement.

Appears in 3 contracts

Samples: Credit Agreement (Power One Inc), Revolving Credit Agreement (Watsco Inc), Credit Agreement (Asbury Automotive Group Inc)

Affirmations. The Pledgor hereby reaffirms and acknowledges the pledge and collateral assignment to, and the grant of security interest in, the Additional Interests contained in the Pledge Agreement and pledges and collaterally assigns to the Administrative Agent for the benefit of the Secured Parties, and grants to the Administrative Agent for the benefit of the Secured Parties a first priority lien and security interest in all of the Pledgor’s rightin, title and interest in and to the Additional Interests and all of the following: (a) all money, securities, security entitlements and other investment property, dividends, rights, general intangibles and other property at any time and from time to time (x) declared or distributed in respect of or in exchange for or on conversion of any or all of the Additional Interests or (y) by its or their terms exchangeable or exercisable for or convertible into any Additional Interest or other Pledged Interest; (b) all other property of whatever character or description, including money, securities, security entitlements and other investment property, and general intangibles hereafter, in each case hereafter delivered to the Administrative Agent in substitution for or as an addition to any of the foregoing; (c) all securities accounts to which may at any time be credited, any or all of the foregoing or any proceeds thereof and all certificates and instruments representing or evidencing any of the foregoing or any proceeds thereof; and (d) all proceeds of any of the foregoing. The Pledgor hereby acknowledges, agrees and confirms by its execution of this Pledge Agreement Supplement that the Additional Interests constitute “Pledged Interests” under and are subject to the Pledge Agreement, and the items of property referred to in clauses (a) through (d) above (the “Additional Collateral”) shall collectively constitute “Collateral” under and are subject to the Pledge Agreement, including without limitation the limitations contained in Section 2(a) of the Pledge Agreement. Each of the representations and warranties with respect to Pledged Interests and Collateral contained in the Pledge Agreement is hereby made by the Pledgor with respect to the Additional Interests and the Additional Collateral, respectively, as of the date hereof. The Pledgor further represents and warrants that Annex A attached to this Pledge Agreement Supplement contains a true, correct and complete description of the Additional Interests, and that all other documents required to be furnished to the Administrative Agent pursuant to Section 3(c) of the Pledge Agreement in connection with the Additional Collateral have been delivered or are being delivered simultaneously herewith to the Administrative Agent. The Pledgor further acknowledges that Schedule I to the Pledge Agreement shall be deemed, as to it, to be supplemented as of the date hereof to include the Additional Interests as described on Annex A to this Pledge Agreement Supplement. The Pledgor irrevocably waives notice of acceptance of this Pledge Agreement Supplement and acknowledges that the Secured Obligations are and shall be deemed to be incurred, and credit extensions under the Loan Documents and the Secured Cash Management Agreements and Secured Hedge Agreements made and maintained, in reliance on this Pledge Agreement Supplement.

Appears in 2 contracts

Samples: Pledge Agreement (Tetra Tech Inc), Pledge Agreement (Tetra Tech Inc)

Affirmations. The Pledgor hereby reaffirms and acknowledges the pledge and collateral assignment to, and the grant of security interest in, the Additional Interests contained in the Pledge Agreement and pledges and collaterally assigns to the Administrative Agent for the benefit of the Revolving Secured Parties, and grants to the Administrative Agent for the benefit of the Revolving Secured Parties a first priority lien and security interest in all of the Pledgor’s rightin, title and interest in and to the Additional Interests and all of the following: (a) all money, securities, security entitlements and other investment property, dividends, rights, general intangibles and other property at any time and from time to time (x) declared or distributed in respect of or in exchange for or on conversion of any or all of the Additional Interests or (y) by its or their terms exchangeable or exercisable for or convertible into any Additional Interest or other Pledged Interest; (b) all other property of whatever character or description, including money, securities, security entitlements and other investment property, and general intangibles hereafter, in each case hereafter delivered to the Administrative Agent in substitution for or as an addition to any of the foregoing; (c) all securities accounts to which may at any time be credited any or all of the foregoing or any proceeds thereof and all certificates and instruments representing or evidencing any of the foregoing or any proceeds thereof; and (d) all proceeds of any of the foregoing. The Pledgor hereby acknowledges, agrees and confirms by its execution of this Pledge Agreement Supplement that the Additional Interests constitute “Pledged Interests” under and are subject to the Pledge Agreement, and the items of property referred to in clauses (a) through (d) above (the “Additional Collateral”) shall collectively constitute “Collateral” under and are subject to the Pledge Agreement, including without limitation the limitations contained in Section 2(a) of the Pledge Agreement. Each of the representations and warranties with respect to Pledged Interests and Collateral contained in the Pledge Agreement is hereby made by the Pledgor with respect to the Additional Interests and the Additional Collateral, respectively, as of the date hereof. The Pledgor further represents and warrants that Annex A attached to this Pledge Agreement Supplement contains a true, correct and complete description of the Additional Interests, and that all other documents required to be furnished to the Administrative Agent pursuant to Section 3(c2(c) of the Pledge Agreement in connection with the Additional Collateral have been delivered or are being delivered simultaneously herewith to the Administrative Agent. The Pledgor further acknowledges that Schedule I to the Pledge Agreement shall be deemed, as to it, to be supplemented as of the date hereof to include the Additional Interests as described on Annex A to this Pledge Agreement Supplement.

Appears in 2 contracts

Samples: Securities Pledge Agreement (Sonic Automotive Inc), Securities Pledge Agreement (Sonic Automotive Inc)

Affirmations. The Pledgor hereby reaffirms and acknowledges the pledge and collateral assignment to, and the grant of security interest in, the Additional Interests contained in the Pledge Agreement and pledges and collaterally assigns to the Administrative Agent for the benefit of the Secured Parties, and grants to the Administrative Agent for the benefit of the Secured Parties a security interest in all of the Pledgor’s right, title and interest in and to the Additional Interests and all of the following: (a) Each Loan Party hereby: (i) ratifies and affirms all moneythe provisions of the Credit Agreement and the other Loan Documents as modified hereby, securities(ii) agrees that (except as expressly set forth in this Amendment) the terms and conditions of the Credit Agreement and the other Loan Documents, including the security entitlements provisions set forth therein, shall remain unaltered and shall continue in full force and effect as modified hereby and that all of its obligations thereunder shall be valid and enforceable, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other investment propertysimilar laws affecting the enforcement of creditors’ rights generally or by general principles of equity relating to enforceability (including laws or judicial decisions limiting the right to specific performance), dividends(iii) confirms, rightsacknowledges and agrees that the Collateral Documents (A) extend to secure all indebtedness, general intangibles obligations and liabilities to be paid, observed, performed and/or discharged thereunder notwithstanding the modifications to the Credit Agreement documented hereunder and (B) continue in full force and effect as a continuing security for all indebtedness, obligations and liabilities the payment, observance, performance and/or discharge of which is thereby expressed to be secured, (iv) affirms and agrees that this Amendment shall not constitute a novation, or complete or partial termination of the Obligations under the Credit Agreement and the other property at any time Loan Documents as in effect prior to the Effective Date, and from time to time (xv) declared acknowledges and agrees that it has no defense, set-off, counterclaim or distributed in respect of or in exchange for or on conversion challenge against the payment of any sums owing under the Credit Agreement and the other Loan Documents or all the enforcement of any of the Additional Interests terms or (y) by its or their terms exchangeable or exercisable for or convertible into any Additional Interest or other Pledged Interest;conditions thereof and agrees to be bound thereby and perform thereunder. (b) all other property of whatever character or descriptionWithout limiting the above, including money, securities, security entitlements and other investment property, and general intangibles hereafter, in each case delivered to the Administrative Agent in substitution for or as an addition to any of the foregoing; (c) any proceeds thereof and all certificates and instruments representing or evidencing any of the foregoing or any proceeds thereof; and (d) all proceeds of any of the foregoing. The Pledgor Loan Party hereby acknowledges, agrees acknowledges and confirms by its execution of this Pledge Agreement Supplement that the Additional Interests constitute “Pledged Interests” Collateral granted under and are subject to the Pledge Agreement, Credit Agreement and the items of property referred Collateral Documents continues to in clauses (a) through (d) above (secure the “Additional Collateral”) shall collectively constitute “Collateral” under and are subject to the Pledge Agreement, including without limitation the limitations contained in Section 2(a) of the Pledge Agreement. Each of the representations and warranties with respect to Pledged Interests and Collateral contained in the Pledge Agreement is hereby made by the Pledgor with respect to the Additional Interests and the Additional Collateral, respectively, as of the date hereof. The Pledgor further represents and warrants that Annex A attached to this Pledge Agreement Supplement contains a true, correct and complete description of the Additional Interests, and that all other documents required to be furnished to the Administrative Agent pursuant to Section 3(c) of the Pledge Agreement in connection with the Additional Collateral have been delivered or are being delivered simultaneously herewith to the Administrative Agent. The Pledgor further acknowledges that Schedule I to the Pledge Agreement shall be deemed, as to it, to be supplemented as of the date hereof to include the Additional Interests as described on Annex A to this Pledge Agreement SupplementObligations.

Appears in 2 contracts

Samples: Credit Agreement (Gp Strategies Corp), Credit Agreement (Gp Strategies Corp)

Affirmations. The Pledgor hereby reaffirms and acknowledges the pledge and collateral assignment to, and the grant of security interest in, the Additional Interests contained in the Pledge Agreement and pledges and collaterally assigns to the Administrative Agent for the benefit of the Secured Parties, and grants to the Administrative Agent for the benefit of the Secured Parties a first priority lien and security interest in all of the Pledgor’s rightin, title and interest in and to the Additional Interests and all of the following: (a) all money, securities, security entitlements and other investment property, dividends, rights, general intangibles and other property at any time and from time to time (x) declared or distributed in respect of or in exchange for or on conversion of any or all of the Additional Interests or (y) by its or their terms exchangeable or exercisable for or convertible into any Additional Interest or other Pledged InterestInterests; (b) all other property of whatever character or description, including money, securities, security entitlements and other investment property, and general intangibles hereafter, in each case hereafter delivered to the Administrative Agent in substitution for or as an addition to any of the foregoing; (c) all securities accounts to which may at any time be credited any or all of the foregoing or any proceeds thereof and all certificates and instruments representing or evidencing any of the foregoing or any proceeds thereof; and (d) all proceeds of any of the foregoing. Notwithstanding the foregoing, the grant of a security interest and collateral assignment under this Section 1 shall not extend to any Excluded Asset. The Pledgor hereby acknowledges, agrees and confirms by its execution of this Pledge Agreement Supplement that the Additional Interests constitute “Pledged Interests” under and are subject to the Pledge Agreement, and the items of property referred to in clauses (a) through (d) above (the “Additional Collateral”) shall collectively constitute “Pledged Collateral” under and are subject to the Pledge Agreement, including without limitation the limitations contained in Section 2(a) of the Pledge Agreement. Each of the representations and warranties with respect to Pledged Interests and Pledged Collateral contained in the Pledge Agreement is hereby made by the Pledgor with respect to the Additional Interests and the Additional Collateral, respectively, as of the date hereof. The Pledgor further represents and warrants that Supplemental Annex A attached to this Pledge Agreement Supplement contains a true, correct and complete description of the Additional Interests, and that all other documents required to be furnished to the Administrative Agent pursuant to Section 3(c) of the Pledge Agreement in connection with the Additional Collateral have been delivered or are being delivered simultaneously herewith to the Administrative Agent. The Pledgor further acknowledges that Schedule I Annex A to the Pledge Agreement shall be deemed, as to it, to be supplemented as of the date hereof to include the Additional Interests as described on Annex A to this Pledge Agreement Supplement.

Appears in 1 contract

Samples: Pledge Agreement (Mastec Inc)

Affirmations. The Pledgor hereby reaffirms and acknowledges the pledge and collateral assignment to, and the grant of security interest in, the Additional Interests contained in the Pledge Agreement and pledges and collaterally assigns to the Administrative Agent for the benefit of the Secured Parties, and grants to the Administrative Agent for the benefit of the Secured Parties a first priority lien and security interest in all of the Pledgor’s rightin, title and interest in and to the Additional Interests and all of the following: (a) all money, securities, security entitlements and other investment property, dividends, rights, general intangibles and other property at any time and from time to time (xi) declared or distributed in respect of or in exchange for or on conversion of any or all of the Additional Interests or (yii) by its or their terms exchangeable or exercisable for or convertible into any Additional Interest or other Pledged Interest; (b) all other property of whatever character or description, including money, securities, security entitlements and other investment property, and general intangibles hereafter, in each case hereafter delivered to the Administrative Agent in substitution for or as an addition to any of the foregoing; (c) all securities accounts to which may at any time be credited any or all of the foregoing or any proceeds thereof and all certificates and instruments representing or evidencing any of the foregoing or any proceeds thereof; and (d) all proceeds of any of the foregoing. For the avoidance of doubt, in no event shall the Collateral include more than 65% of the Voting Equity Interests of each First Tier Foreign Subsidiary and each FSHCO. The Pledgor hereby acknowledges, agrees and confirms by its execution of this Pledge Agreement Supplement that the Additional Interests constitute “Pledged Interests” under and are subject to the Pledge Agreement, and the items of property referred to in clauses (a) through (d) above (the “Additional Collateral”) shall collectively constitute “Collateral” under and are subject to the Pledge Agreement, including without limitation the limitations contained in Section 2(a) of the Pledge Agreement. Each of the representations and warranties with respect to Pledged Interests and Collateral contained in the Pledge Agreement is hereby made by the Pledgor with respect to the Additional Interests and the Additional Collateral, respectively, as of the date hereof. The Pledgor further represents and warrants that Annex A attached to this Pledge Agreement Supplement contains a true, correct and complete description of the Additional Interests, and that all other documents required requested to be furnished to the Administrative Agent pursuant to Section 3(c) of the Pledge Agreement in connection with the Additional Collateral have been delivered or are being delivered simultaneously herewith to the Administrative Agent. The Pledgor further acknowledges that Schedule I to the Pledge Agreement Disclosure Letter shall be deemed, as to it, to be supplemented as of the date hereof to include the Additional Interests as described on Annex A to this Pledge Agreement Supplement.

Appears in 1 contract

Samples: Credit Agreement (Sanmina Corp)

Affirmations. The Pledgor hereby reaffirms and acknowledges the pledge and collateral assignment to, and the grant of security interest in, the Additional Interests contained in the Pledge Agreement and pledges and collaterally assigns to the Administrative Collateral Agent for the benefit of the Secured PartiesCreditors, and grants to the Administrative Collateral Agent for the benefit of the Secured Parties Creditors a first priority lien and security interest in all of the Pledgor’s right(subject to Permitted Liens) in, title and interest in and to the Additional Interests and all of the following: (a) all money, securities, security entitlements and other investment property, dividends, rights, general intangibles and other property at any time and from time to time (x) declared or distributed in respect of or in exchange for or on conversion of any or all of the Additional Interests or (y) by its or their terms exchangeable or exercisable for or convertible into any Additional Interest or other Pledged Interest; (b) all other property of whatever character or description, including money, securities, security entitlements and other investment property, and general intangibles hereafter, in each case hereafter delivered to the Administrative Collateral Agent in substitution for or as an addition to any of the foregoing;; 40350699_6 (c) all securities accounts to which may at any time be credited any or all of the foregoing or any proceeds thereof and all certificates and instruments representing or evidencing any of the foregoing or any proceeds thereof; and (d) all proceeds of any of the foregoing. The Pledgor hereby acknowledges, agrees and confirms by its execution of this Pledge Agreement Supplement that the Additional Interests constitute “Pledged Interests” under and are subject to the Pledge Agreement, and the items of property referred to in clauses (a) through (d) above (the “Additional Collateral”) shall collectively constitute “Collateral” under and are subject to the Pledge Agreement, including without limitation the limitations contained in Section 2(a) of the Pledge Agreement. Each of the representations and warranties with respect to Pledged Interests and Collateral contained in the Pledge Agreement is hereby made by the Pledgor with respect to the Additional Interests and the Additional Collateral, respectively, as of the date hereof. The Pledgor further represents and warrants that Annex A attached to this Pledge Agreement Supplement contains a true, correct and complete description of the Additional Interests, and that all other documents required to be furnished to the Administrative Collateral Agent pursuant to Section 3(c) of the Pledge Agreement in connection with the Additional Collateral have been delivered or are being delivered simultaneously herewith to the Administrative Collateral Agent. The Pledgor further acknowledges that Schedule I to the Pledge Agreement shall be deemed, as to it, to be supplemented as of the date hereof to include the Additional Interests as described on Annex A to this Pledge Agreement Supplement.

Appears in 1 contract

Samples: Credit Agreement (Granite Construction Inc)

Affirmations. The Pledgor hereby reaffirms and acknowledges the pledge and collateral assignment to, and the grant of security interest in, the Additional Interests contained in the Pledge Agreement and pledges and collaterally assigns to the Administrative Agent for the benefit of the Secured Parties, and grants to the Administrative Agent for the benefit of the Secured Parties a lien and security interest in all of the Pledgor’s rightin, title and interest in and to the Additional Interests and all of the following: (a) all money, securities, security entitlements and other investment property, dividends, rights, general intangibles and other property at any time and from time to time (xi) declared or distributed in respect of or in exchange for or on conversion of any or all of the Additional Interests or (yii) by its or their terms exchangeable or exercisable for or convertible into any Additional Interest or other Pledged Interest; (b) all other property of whatever character or description, including money, securities, security entitlements and other investment property, and general intangibles hereafter, in each case hereafter delivered to the Administrative Agent in substitution for or as an addition to any of the foregoing; (c) all securities accounts to which may at any time be credited any or all of the foregoing or any proceeds thereof and all certificates and instruments representing or evidencing any of the foregoing or any proceeds thereof; and (d) all proceeds of any of the foregoing; in each case, other than Excluded Assets. The Pledgor hereby acknowledges, agrees and confirms by its execution of this Pledge Agreement Supplement that the Additional Interests constitute “Pledged Interests” under and are subject to the Pledge Agreement, and the items of property referred to in clauses (a) through (d) above (the “Additional Collateral”) shall collectively constitute “Collateral” under and are subject to the Pledge Agreement, including without limitation the limitations contained in Section 2(a) of the Pledge Agreement. Each of the representations and warranties with respect to Pledged Interests and Collateral contained in the Pledge Agreement is hereby made by the Pledgor with respect to the Additional Interests and the Additional Collateral, respectively, as of the date hereof. The Pledgor further represents and warrants that Annex A attached to this Pledge Agreement Supplement contains a true, correct and complete description of the Additional InterestsInterests as of the date hereof, and that all other documents required to be furnished to the Administrative Agent pursuant to Section 3(c) of the Pledge Agreement in connection with the Additional Collateral have been delivered or are being delivered simultaneously herewith to the Administrative Agent. The Pledgor further acknowledges that Schedule I to the Pledge Agreement shall be deemed, as to it, to be supplemented as of the date hereof to include the Additional Interests as described on Annex A to this Pledge Agreement Supplement.

Appears in 1 contract

Samples: Pledge Agreement (Envista Holdings Corp)

Affirmations. The Pledgor hereby reaffirms and acknowledges the pledge and collateral assignment to, and the grant of security interest in, the Additional Interests contained in the Pledge Agreement and pledges and collaterally assigns to the Administrative Agent for the benefit of the Secured Parties, and grants to the Administrative Agent for the benefit of the Secured Parties a first priority lien and security interest in all of the Pledgor’s rightin, title and interest in and to the Additional Interests and all of the following: (a) all money, securities, security entitlements and other investment property, dividends, rights, general intangibles and other property at any time and from time to time (x) declared or distributed in respect of or in exchange for or on conversion of any or all of the Additional Interests or (y) by its or their terms exchangeable or exercisable for or convertible into any Additional Interest or other Pledged Interest; (b) all other property of whatever character or description, including money, securities, security entitlements and other investment property, and general intangibles hereafter, in each case hereafter delivered to the Administrative Agent in substitution for or as an addition to any of the foregoing; (c) all securities accounts to which may at any time be credited any or all of the foregoing or any proceeds thereof and all certificates and instruments representing or evidencing any of the foregoing or any proceeds thereof; and (d) all proceeds of any of the foregoing. The Pledgor hereby acknowledges, agrees and confirms by its execution of this Pledge Agreement Supplement that the Additional Interests constitute “Pledged Interests” under and are subject to the Pledge Agreement, and the items of property referred to in clauses (a) through (d) above (the “Additional Collateral”) shall collectively constitute “Collateral” under and are subject to the Pledge Agreement, including without limitation the limitations contained in Section 2(a) of the Pledge Agreement. Each of the representations and warranties with respect to Pledged Interests and Collateral contained in the Pledge Agreement is hereby made by the Pledgor with respect to the Additional Interests and the Additional Collateral, respectively, as of the date hereof. The Pledgor further represents and warrants that Annex A attached to this Pledge Agreement Supplement contains a true, correct and complete description of the Additional Interests, and that all other documents required to be furnished to the Administrative Agent pursuant to Section 3(c) of the Pledge Agreement in connection with the Additional Collateral have been delivered or are being delivered simultaneously herewith to the Administrative Agent. The Pledgor further acknowledges that Schedule I to the Pledge Agreement shall be deemed, as to it, to be supplemented as of the date hereof to include the Additional Interests as described on Annex A to this Pledge Agreement Supplement.

Appears in 1 contract

Samples: Securities Pledge Agreement (Cogdell Spencer Inc.)

Affirmations. The Pledgor hereby reaffirms and acknowledges the pledge and collateral assignment to, and the grant of security interest in, the Additional Interests contained in the Pledge Agreement and pledges and collaterally assigns to the Administrative Agent for the benefit of the Secured Parties, and grants to the Administrative Agent for the benefit of the Secured Parties a first priority lien and security interest in all of the Pledgor’s right(subject to Permitted Liens) in, title and interest in and to the Additional Interests and all of the following: (a) all money, securities, security entitlements and other investment property, dividends, rights, general intangibles and other property at any time and from time to time (x) declared or distributed in respect of or in exchange for or on conversion of any or all of the Additional Interests or (y) by its or their terms exchangeable or exercisable for or convertible into any Additional Interest or other Pledged Interest; (b) all other property of whatever character or description, including money, securities, security entitlements and other investment property, and general intangibles hereafter, in each case hereafter delivered to the Administrative Agent in substitution for or as an addition to any of the foregoing; (c) all securities accounts to which may at any time be credited any or all of the foregoing or any proceeds thereof and all certificates and instruments representing or evidencing any of the foregoing or any proceeds thereof; and (d) all proceeds of any of the foregoing. The Pledgor hereby acknowledges, agrees and confirms by its execution of this Pledge Agreement Supplement that the Additional Interests constitute “Pledged Interests” under and are subject to the Pledge Agreement, and the items of property referred to in clauses (a) through (d) above (the “Additional Collateral”) shall collectively constitute “Collateral” under and are subject to the Pledge Agreement, including without limitation the limitations contained in Section 2(a) of the Pledge Agreement. Each of the representations and warranties with respect to Pledged Interests and Collateral contained in the Pledge Agreement is hereby made by the Pledgor with respect to the Additional Interests and the Additional Collateral, respectively, as of the date hereof. The Pledgor further represents and warrants that Annex A attached to this Pledge Agreement Supplement contains a true, correct and complete description of the Additional Interests, and that all other documents required to be furnished to the Administrative Agent pursuant to Section 3(c) of the Pledge Agreement in connection with the Additional Collateral have been delivered or are being delivered simultaneously herewith to the Administrative Agent. The Pledgor further acknowledges that Schedule I to the Pledge Agreement shall be deemed, as to it, to be supplemented as of the date hereof to include the Additional Interests as described on Annex A to this Pledge Agreement Supplement.

Appears in 1 contract

Samples: Securities Pledge Agreement (Granite Construction Inc)

Affirmations. The Pledgor hereby reaffirms and acknowledges the pledge and collateral assignment to, and the grant of security interest in, the Additional Interests Collateral contained in the Pledge Agreement and pledges and collaterally assigns to the Administrative Agent for the benefit of the Secured Parties, and grants to the Administrative Agent for the benefit of the Secured Parties a first priority lien and security interest in all of the Pledgor’s right(subject to Permitted Liens) in, title and interest in and to the Additional Interests and all of the following: (a) all money, securities, security entitlements and other investment property, dividends, rights, general intangibles and other property at any time and from time to time (xi) declared or distributed in respect of or in exchange for or on conversion of any or all of the Additional Interests or (yii) by its or their terms exchangeable or exercisable for or convertible into any Additional Interest or other Pledged Interest; (b) subject to clause (i) of Section 2(a) of the Pledge Agreement, all other property of whatever character or description, including money, securities, security entitlements and other investment property, and general intangibles hereafter, in each case hereafter delivered to the Administrative Agent in substitution for or as an addition to any of the foregoing; (c) all securities accounts to which may at any time be credited any or all of the foregoing or any proceeds thereof and all certificates and instruments representing or evidencing any of the foregoing or any proceeds thereof; and (d) all proceeds of any of the foregoing. The Pledgor hereby acknowledges, agrees and confirms by its execution of this Pledge Agreement Supplement that the Additional Interests constitute “Pledged Interests” under and are subject to the Pledge Agreement, and the items of all such Pledged Interests, certificates, instruments, cash, securities, interests, dividends, rights and other property referred to in clauses (a) through (d) above (the “Additional Collateral”) shall collectively constitute “Collateral” under and are subject to the Pledge Agreement, including without limitation the limitations contained in Section 2(a) of the Pledge Agreement. Each of the representations and warranties with respect to Pledged Interests and Collateral contained in the Pledge Agreement is hereby made by the Pledgor with respect to the Additional Interests and the Additional Collateral, respectively, as of the date hereof. The Pledgor further represents and warrants that Annex A attached to this Pledge Agreement Supplement contains a true, correct and complete description of the Additional Interests, and that all other documents required to be furnished to the Administrative Agent pursuant to Section 3(c) of the Pledge Agreement in connection with the Additional Collateral have been delivered or are being delivered simultaneously herewith to the Administrative Agent. The Pledgor further acknowledges that Schedule I to the Pledge Agreement shall be deemed, as to it, to be supplemented as of the date hereof to include the Additional Interests as described on Annex A to this Pledge Agreement Supplement.

Appears in 1 contract

Samples: Credit Agreement (Cabot Microelectronics Corp)

Affirmations. The Pledgor hereby reaffirms and acknowledges the pledge and collateral assignment to, and the grant of security interest in, the Additional Interests contained in the Pledge Agreement (as collateral security for the payment, performance and pledges satisfaction of its respective Secured Obligations) and pledges, collaterally assigns and grants to the Administrative Agent for the benefit of the Secured Parties, and grants to the Administrative Agent as collateral security for the benefit payment, performance and satisfaction of the its respective Secured Parties Obligations, a first priority lien and security interest in all of the Pledgor’s rightin, title and interest in and to the Additional Interests and all of the following: (a) all money, securities, security entitlements and other investment property, dividends, rights, general intangibles and other property at any time and from time to time (x) declared or distributed in respect of or in exchange for or on conversion of any or all of the Additional Interests or (y) by its or their terms exchangeable or exercisable for or convertible into any Additional Interest or other Pledged Interest; (b) all other property of whatever character or description, including money, securities, security entitlements and other investment property, and general intangibles hereafter, in each case hereafter delivered to the Administrative Agent in substitution for or as an addition to any of the foregoing; (c) all securities accounts to which may at any time be credited any or all of the foregoing or any proceeds thereof and all certificates and instruments representing or evidencing any of the foregoing or any proceeds thereof; and (d) all proceeds of any of the foregoing. The Pledgor hereby acknowledges, agrees and confirms by its execution of this Pledge Agreement Supplement that the Additional Interests constitute “Pledged Interests” under and are subject to the Pledge Agreement, and the items of property referred to in clauses (a) through (d) above (the “Additional Collateral”) shall collectively constitute “Collateral” under and are subject to the Pledge Agreement, including without limitation the limitations contained in Section 2(a) of the Pledge Agreement. Each of the representations and warranties with respect to Pledged Interests and Collateral contained in the Pledge Agreement is hereby made by the Pledgor with respect to the Additional Interests and the Additional Collateral, respectively, as of the date hereof. The Pledgor further represents and warrants that Annex A attached to this Pledge Agreement Supplement contains a true, correct and complete description of the Additional Interests, and that all other documents required to be furnished to the Administrative Agent pursuant to Section 3(c) of the Pledge Agreement in connection with the Additional Collateral have been delivered or are being delivered simultaneously herewith to the Administrative Agent. The Pledgor further acknowledges that Schedule I to the Pledge Agreement shall be deemed, as to it, to be supplemented as of the date hereof to include the Additional Interests as described on Annex A to this Pledge Agreement Supplement.

Appears in 1 contract

Samples: Securities Pledge Agreement (Asbury Automotive Group Inc)

Affirmations. The Pledgor hereby reaffirms and acknowledges the pledge and collateral assignment to, and the grant of security interest in, the Additional Interests contained in the Pledge Agreement and pledges and collaterally assigns to the Administrative Collateral Agent for the benefit of the Secured PartiesCreditors, and grants to the Administrative Collateral Agent for the benefit of the Secured Parties Creditors a first priority lien and security interest in all of the Pledgor’s right(subject to Permitted Liens) in, title and interest in and to the Additional Interests and all of the following: (a) all money, securities, security entitlements and other investment property, dividends, rights, general intangibles and other property at any time and from time to time (x) declared or distributed in respect of or in exchange for or on conversion of any or all of the Additional Interests or (y) by its or their terms exchangeable or exercisable for or convertible into any Additional Interest or other Pledged Interest; (b) all other property of whatever character or description, including money, securities, security entitlements and other investment property, and general intangibles hereafter, in each case hereafter delivered to the Administrative Collateral Agent in substitution for or as an addition to any of the foregoing; (c) all securities accounts to which may at any time be credited any or all of the foregoing or any proceeds thereof and all certificates and instruments representing or evidencing any of the foregoing or any proceeds thereof; and (d) all proceeds of any of the foregoing. The Pledgor hereby acknowledges, agrees and confirms by its execution of this Pledge Agreement Supplement that the Additional Interests constitute “Pledged Interests” under and are subject to the Pledge Agreement, and the items of property referred to in clauses (a) through (d) above (the “Additional Collateral”) shall collectively constitute “Collateral” under and are subject to the Pledge Agreement, including without limitation the limitations contained in Section 2(a) of the Pledge Agreement. Each of the representations and warranties with respect to Pledged Interests and Collateral contained in the Pledge Agreement is hereby made by the Pledgor with respect to the Additional Interests and the Additional Collateral, respectively, as of the date hereof. The Pledgor further represents and warrants that Annex A attached to this Pledge Agreement Supplement contains a true, correct and complete description of the Additional Interests, and that all other documents required to be furnished to the Administrative Collateral Agent pursuant to Section 3(c) of the Pledge Agreement in connection with the Additional Collateral have been delivered or are being delivered simultaneously herewith to the Administrative Collateral Agent. The Pledgor further acknowledges that Schedule I to the Pledge Agreement shall be deemed, as to it, to be supplemented as of the date hereof to include the Additional Interests as described on Annex A to this Pledge Agreement Supplement.

Appears in 1 contract

Samples: Securities Pledge Agreement (Granite Construction Inc)

Affirmations. The Pledgor hereby reaffirms and acknowledges the pledge and collateral assignment to, and the grant of security interest in, the its Additional Interests contained in the Pledge Agreement and pledges and collaterally assigns to the Administrative Agent for the benefit of the Revolving Secured Parties, and grants to the Administrative Agent for the benefit of the Revolving Secured Parties Parties, a first priority lien and security interest in all of the Pledgor’s rightin, title and interest in and to the its Additional Interests and all of the following: (a) all money, securities, security entitlements and other investment property, dividends, rights, general intangibles and other property at any time and from time to time (x) declared or distributed in respect of or in exchange for or on conversion of any or all of the Additional Interests or (y) by its or their terms exchangeable or exercisable for or convertible into any Additional Interest or other Pledged Interest; (b) all other property of whatever character or description, including money, securities, security entitlements and other investment property, and general intangibles hereafter, in each case hereafter delivered to the Administrative Agent in substitution for or as an addition to any of the foregoing; (c) all securities accounts to which may at any time be credited any or all of the foregoing or any proceeds thereof and all certificates and instruments representing or evidencing any of the foregoing or any proceeds thereof; and (d) all proceeds of any of the foregoing. The Pledgor hereby acknowledges, agrees and confirms by its execution of this Pledge Agreement Supplement that the Additional Interests constitute “Pledged Interests” under and are subject to the Pledge Agreement, and the items of property referred to in clauses (a) through (d) above (collectively, the “Additional Collateral”) shall collectively constitute “Collateral” under and are subject to the Pledge Agreement, including without limitation the limitations contained in Section 2(a) of the Pledge Agreement. Each of the representations and warranties with respect to Pledged Interests and Collateral contained in the Pledge Agreement is hereby made by the Pledgor with respect to the its Additional Interests and the Additional Collateral, respectively, as of the date hereof. The Pledgor further represents and warrants that Annex A attached to this Pledge Agreement Supplement contains a true, correct and complete description of the its Additional Interests, and that all other documents required to be furnished to the Administrative Agent pursuant to Section 3(c2(c) of the Pledge Agreement in connection with the its Additional Collateral have been delivered or are being delivered simultaneously herewith to the Administrative Agent. The Pledgor further acknowledges that Schedule I to the Pledge Agreement shall be deemed, as to it, to be supplemented as of the date hereof to include the its Additional Interests as described on Annex A to this Pledge Agreement Supplement.

Appears in 1 contract

Samples: Pledge Agreement Supplement (Sonic Automotive Inc)

Affirmations. The Pledgor hereby reaffirms and acknowledges the pledge and collateral assignment to, and the grant of security interest in, the Additional Interests contained in the Pledge Agreement and pledges and collaterally assigns to the Administrative Agent for the benefit of the Secured Parties, and grants to the Administrative Agent for the benefit of the Secured Parties a first priority lien and security interest in all of the Pledgor’s rightin, title and interest in and to the Additional Interests and all of the following: (a) all money, securities, security entitlements and other investment property, dividends, rights, general intangibles and other property at any time and from time to time (x) declared or distributed in respect of or in exchange for or on conversion of any or all of the Additional Interests or (y) by its or their terms exchangeable or exercisable for or convertible into any Additional Interest or other Pledged Interest;of (b) all other property of whatever character or description, including money, securities, security entitlements and other investment property, and general intangibles hereafter, in each case hereafter delivered to the Administrative Agent in substitution for or as an addition to any of the foregoing; (c) all securities accounts to which may at any time be credited, any or all of the foregoing or any proceeds thereof and all certificates and instruments representing or evidencing any of the foregoing or any proceeds thereof; and (d) all proceeds of any of the foregoing. The Pledgor hereby acknowledges, agrees and confirms by its execution of this Pledge Agreement Supplement that the Additional Interests constitute “Pledged Interests” under and are subject to the Pledge Agreement, and the items of property referred to in clauses (a) through (d) above (the “Additional Collateral”) shall collectively constitute “Collateral” under and are subject to the Pledge Agreement, including without limitation the limitations contained in Section 2(a) of the Pledge Agreement. Each of the representations and warranties with respect to Pledged Interests and Collateral contained in the Pledge Agreement is hereby made by the Pledgor with respect to the Additional Interests and the Additional Collateral, respectively, as of the date hereof. The Pledgor further represents and warrants that Annex A attached to this Pledge Agreement Supplement contains a true, correct and complete description of the Additional Interests, and that all other documents required to be furnished to the Administrative Agent pursuant to Section 3(c) of the Pledge Agreement in connection with the Additional Collateral have been delivered or are being delivered simultaneously herewith to the Administrative Agent. The Pledgor further acknowledges that Schedule I to the Pledge Agreement shall be deemed, as to it, to be supplemented as of the date hereof to include the Additional Interests as described on Annex A to this Pledge Agreement Supplement. The Pledgor irrevocably waives notice of acceptance of this Pledge Agreement Supplement and acknowledges that the Secured Obligations are and shall be deemed to be incurred, and credit extensions under (x) the Loan Documents and (y) with respect to the Revolving and Term Loan Credit Agreement, the Secured Cash Management Agreements, Secured Hedge Agreements and Secured Permitted Bilateral Letters of Credit, in each case, made and maintained, in reliance on this Pledge Agreement Supplement.

Appears in 1 contract

Samples: Pledge Agreement

Affirmations. The Pledgor hereby reaffirms and acknowledges the pledge and collateral assignment to, and the grant of security interest in, the Additional Interests Collateral contained in the Pledge Agreement and pledges and collaterally assigns to the Administrative Agent for the benefit of the Secured Parties, and grants to the Administrative Agent for the benefit of the Secured Parties a lien and security interest in all of the Pledgor’s rightin, title and interest in and to the Additional Interests and all of the following: (a) all money, securities, security entitlements and other investment property, dividends, rights, general intangibles and other property at any time and from time to time (xi) declared or distributed in respect of or in exchange for or on conversion of any or all of the Additional Interests or (yii) by its or their terms exchangeable or exercisable for or convertible into any Additional Interest or other Pledged Interest; (b) subject to clause (i) of Section 2(a) of the Pledge Agreement, all other property of whatever character or description, including money, securities, security entitlements and other investment property, and general intangibles hereafter, in each case hereafter delivered to the Administrative Agent in substitution for or as an addition to any of the foregoing; (c) all securities accounts to which may at any time be credited any or all of the foregoing or any proceeds thereof and all certificates and instruments representing or evidencing any of the foregoing or any proceeds thereof; and (d) all proceeds of any of the foregoing. The Pledgor hereby acknowledges, agrees and confirms by its execution of this Pledge Agreement Supplement that the Additional Interests constitute "Pledged Interests" under and are subject to the Pledge Agreement, and the items of all such Pledged Interests, certificates, instruments, cash, securities, interests, dividends, rights and other property referred to in clauses (a) through (d) above (the "Additional Collateral") shall collectively constitute "Collateral" under and are subject to the Pledge Agreement, including without limitation the limitations contained in Section 2(a) of the Pledge Agreement. Each of the representations and warranties with respect to Pledged Interests and Collateral contained in the Pledge Agreement is hereby made by the Pledgor with respect to the Additional Interests and the Additional Collateral, respectively, as of the date hereof. The Pledgor further represents and warrants that Annex A attached to this Pledge Agreement Supplement contains a true, correct and complete description of the Additional Interests, and that all other documents required to be furnished to the Administrative Agent pursuant to Section 3(c) of the Pledge Agreement in connection with the Additional Collateral have been delivered or are being delivered simultaneously herewith to the Administrative Agent. The Pledgor further acknowledges that Schedule I to the Pledge Agreement shall be deemed, as to it, to be supplemented as of the date hereof to include the Additional Interests as described on Annex A to this Pledge Agreement Supplement.

Appears in 1 contract

Samples: Credit Agreement (Cabot Microelectronics Corp)

Affirmations. The Pledgor hereby reaffirms and acknowledges the pledge and collateral assignment to, and the grant of security interest in, the Additional Interests Collateral contained in the Pledge Agreement and pledges and collaterally assigns to the Administrative Agent for the benefit of the Secured Parties, and grants to the Administrative Agent for the benefit of the Secured Parties a first priority lien and security interest in all of the Pledgor’s rightin, title and interest in and to the Additional Interests and all of the following: (a) all money, securities, security entitlements and other investment property, dividends, rights, general intangibles and other property at any time and from time to time (xi) declared or distributed in respect of or in exchange for or on conversion of any or all of the Additional Interests or (yii) by its or their terms exchangeable or exercisable for or convertible into any Additional Interest or other Pledged Interest; (b) all other property of whatever character or description, including money, securities, security entitlements and other investment property, and general intangibles hereafter, in each case hereafter delivered to the Administrative Agent in substitution for or as an addition to any of the foregoing; (c) all securities accounts to which may at any time be credited any or all of the foregoing or any proceeds thereof and all certificates and instruments representing or evidencing any of the foregoing or any proceeds thereof; and (d) all proceeds of any of the foregoing. The Pledgor hereby acknowledges, agrees and confirms by its execution of this Pledge Agreement Supplement that the Additional Interests constitute “Pledged Interests” under and are subject to the Pledge Agreement, and the items of property referred to in clauses (a) through (d) above (the “Additional Collateral”) shall collectively constitute “Collateral” under and are subject to the Pledge Agreement, including without limitation the limitations contained in Section 2(a) of the Pledge Agreement. Each of the representations and warranties with respect to Pledged Interests and Collateral contained in the Pledge Agreement is hereby made by the Pledgor with respect to the Additional Interests and the Additional Collateral, respectively, as of the date hereof. The Pledgor further represents and warrants that Annex A attached to this Pledge Agreement Supplement contains a true, correct and complete description of the Additional Interests, and that all other documents required to be furnished to the Administrative Agent pursuant to Section 3(c) of the Pledge Agreement in connection with the Additional Collateral have been delivered or are being delivered simultaneously herewith to the Administrative Agent. The Pledgor further acknowledges that Schedule I to the Pledge Agreement shall be deemed, as to it, to be supplemented as of the date hereof to include the Additional Interests as described on Annex A to this Pledge Agreement Supplement.

Appears in 1 contract

Samples: Securities Pledge Agreement (Tile Shop Holdings, Inc.)

Affirmations. The Pledgor Grantor hereby reaffirms and acknowledges the pledge and collateral assignment to, and the grant of security interest in, the Additional Interests contained in the Pledge Security Agreement and pledges and collaterally assigns to the Administrative Agent for the benefit of the Secured Parties, and grants to the Administrative Agent for the benefit of the Secured Parties a first priority lien and security interest in all of the Pledgor’s rightin, title and interest in and to the Additional Interests and all of the following: (a) all money, securities, security entitlements and other investment property, dividends, rights, general intangibles and other property at any time and from time to time (x) declared or distributed in respect of or in exchange for or on conversion of any or all of the Additional Interests or other Investment Property or (y) by its or their terms exchangeable or exercisable for or convertible into any Additional Interest or other Pledged InterestInvestment Property; (b) all other property of whatever character or description, including money, securities, security entitlements and other investment property, and general intangibles hereafter, in each case hereafter delivered to the Administrative Agent in substitution for or as an addition to any of the foregoing; (c) all securities accounts to which may at any time be credited any or all of the foregoing or any proceeds thereof and all certificates and instruments representing or evidencing any of the foregoing or any proceeds thereof; and (d) all proceeds of any of the foregoing. The Pledgor Grantor hereby acknowledges, agrees and confirms by its execution of this Pledge Security Agreement Supplement that the Additional Interests constitute “Pledged InterestsInvestment Property” under and are subject to the Pledge Security Agreement, and the items of property referred to in clauses (a) through (d) above (the “Additional Collateral”) shall collectively constitute “Collateral” under and are subject to the Pledge Agreement, including without limitation the limitations contained in Section 2(a) of the Pledge Security Agreement. Each of the representations and warranties with respect to Pledged Interests Investment Property and Collateral contained in the Pledge Security Agreement is hereby made by the Pledgor Grantor with respect to the Additional Interests and the Additional Collateral, respectively, as of the date hereof. The Pledgor Grantor further represents and warrants that Annex A attached to this Pledge Security Agreement Supplement contains a true, correct and complete description of the Additional Interests, and that all other documents required to be furnished to the Administrative Agent pursuant to Section 3(c) Sections 3 and 9 of the Pledge Security Agreement in connection with the Additional Collateral have been delivered or are being delivered simultaneously herewith to the Administrative Agent. The Pledgor Grantor further acknowledges that Schedule I 2(g) to the Pledge Security Agreement shall be deemed, as to it, to be supplemented as of the date hereof to include the Additional Interests as described on Annex A to this Pledge Security Agreement Supplement.

Appears in 1 contract

Samples: Security Agreement (ModusLink Global Solutions Inc)

Affirmations. The Pledgor hereby reaffirms and acknowledges the pledge and collateral assignment to, and the grant of security interest in, the Additional Interests contained in the Pledge Agreement and pledges and collaterally assigns to the Administrative Agent for the benefit of the Revolving Secured Parties, and grants to the Administrative Agent for the benefit of the Revolving Secured Parties a first priority lien and security interest in all of the Pledgor’s rightin, title and interest in and to the Additional Interests and all of the following:: 58126996 (a) all money, securities, security entitlements and other investment property, dividends, rights, general intangibles and other property at any time and from time to time (x) declared or distributed in respect of or in exchange for or on conversion of any or all of the Additional Interests or (y) by its or their terms exchangeable or exercisable for or convertible into any Additional Interest or other Pledged Interest; (b) all other property of whatever character or description, including money, securities, security entitlements and other investment property, and general intangibles hereafter, in each case hereafter delivered to the Administrative Agent in substitution for or as an addition to any of the foregoing; (c) all securities accounts to which may at any time be credited any or all of the foregoing or any proceeds thereof and all certificates and instruments representing or evidencing any of the foregoing or any proceeds thereof; and (d) all proceeds of any of the foregoing. The Pledgor hereby acknowledges, agrees and confirms by its execution of this Pledge Agreement Supplement that the Additional Interests constitute “Pledged Interests” under and are subject to the Pledge Agreement, and the items of property referred to in clauses (a) through (d) above (the “Additional Collateral”) shall collectively constitute “Collateral” under and are subject to the Pledge Agreement, including without limitation the limitations contained in Section 2(a) of the Pledge Agreement. Each of the representations and warranties with respect to Pledged Interests and Collateral contained in the Pledge Agreement is hereby made by the Pledgor with respect to the Additional Interests and the Additional Collateral, respectively, as of the date hereof. The Pledgor further represents and warrants that Annex A attached to this Pledge Agreement Supplement contains a true, correct and complete description of the Additional Interests, and that all other documents required to be furnished to the Administrative Agent pursuant to Section 3(c2(c) of the Pledge Agreement in connection with the Additional Collateral have been delivered or are being delivered simultaneously herewith to the Administrative Agent. The Pledgor further acknowledges that Schedule I to the Pledge Agreement shall be deemed, as to it, to be supplemented as of the date hereof to include the Additional Interests as described on Annex A to this Pledge Agreement Supplement.

Appears in 1 contract

Samples: Securities Pledge Agreement (Sonic Automotive Inc)

Affirmations. The Pledgor Debtor hereby acknowledges and reaffirms and acknowledges the pledge and collateral assignment to, and the grant pursuant to Section 2 of security interest in, the Additional Interests contained in the Super Priority Pledge Agreement and pledges and collaterally assigns to the Administrative Agent for the benefit of the Secured Parties, and grants to the Administrative Agent for the benefit of the Secured Parties a security interest in all of the Pledgor’s right, title and interest in and to the Additional Interests and all of the following:502181846 v2 1205867.00001 (a) all money, securities, security entitlements and other investment property, dividends, distributions, rights, general intangibles and other property at any time and from time to time (x) declared or distributed in respect of or in exchange for or on conversion of any or all of the Additional Interests Interests, or (y) by its or their terms exchangeable or exercisable for or convertible into any Additional Interest or other Pledged Interest; Interests; (b) all other property of whatever character or description, including money, securities, security entitlements and other investment property, and general intangibles hereafter, in each case hereafter delivered to the Administrative Super Priority Agent in substitution for or as an addition to any of the foregoing; ; (c) all securities accounts to which any proceeds thereof or all of the foregoing may at any time be credited and all certificates and instruments representing or evidencing any of the foregoing or any proceeds thereofforegoing; and and (d) whatever is receivable or received when any of the foregoing or the proceeds thereof are sold, leased, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, including, without limitation, all proceeds rights to payment, and all rights to payment with respect to any claim or cause of action affecting or relating to any of the foregoing. The Pledgor Debtor hereby acknowledges, agrees and confirms by its execution of this Pledge Agreement Supplement that the Additional Interests constitute “Pledged Interests” under and are subject to the Super Priority Pledge Agreement, and the items of property referred to in clauses (a) through (d) above (the “Additional Collateral”) shall collectively constitute “Collateral” under and are subject to the Pledge Agreement, including without limitation the limitations contained in Section 2(a) of the Super Priority Pledge Agreement. Each of the representations and warranties with respect to Pledged Interests and Collateral contained in the Super Priority Pledge Agreement is hereby made by the Pledgor Debtor with respect to the Additional Interests and the Additional Collateral, respectively, as of the date hereof. The Pledgor Debtor further represents and warrants that Annex A Supplemental Schedule 1 attached to this Pledge Agreement Supplement contains a true, correct and complete description of the Additional Interests, and that all other documents required to be furnished to the Administrative Super Priority Agent pursuant to Section 3(c4(b) of the Super Priority Pledge Agreement in connection with the Additional Collateral have been delivered or are being will be delivered simultaneously herewith to the Administrative AgentSuper Priority Agent in accordance with Section 4(b) of the Super Priority Pledge Agreement. The Pledgor Debtor further acknowledges that Schedule I 1 to the Super Priority Pledge Agreement shall be deemed, as to it, to be supplemented as of the date hereof to include the Additional Interests as described on Annex A Supplemental Schedule 1 to this Pledge Agreement Supplement.502181846 v2 1205867.00001

Appears in 1 contract

Samples: Pledge Agreement (Nobilis Health Corp.)