Common use of Agreement to Pledge Clause in Contracts

Agreement to Pledge. (a) As security for the prompt payment of (i) any and all liabilities, obligations or indebtedness of Pledgor under the Guaranty of the Note with respect to the Loan, and (ii) any and all costs, expenses or amounts owed under or with respect to any of the foregoing, or under or with respect to this Securities Pledge Agreement, (all of the foregoing herein collectively referred to as the "Secured Indebtedness"), the Pledgor hereby pledges, hypothecates, assigns, transfers and delivers unto Pledgee, its successors and assigns the Pledged Securities in form transferable for delivery, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, and grants the Pledgee a lien on and security interest therein. (b) If the Pledgor shall become entitled to receive or shall receive, in connection with any of the Pledged Securities, any: (i) Certificate representing such Pledged Securities, including, but without limitation, any certificate representing a dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off; (ii) Option, warrant, or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; (iii) Dividend or distribution payable in property, including securities issued by other than the issuer of any of the Pledged Securities; or (iv) Extraordinary or liquidating dividends or distributions, then: the Pledgor shall accept the same as the Pledgee's agent, in trust for the Pledgee, and shall deliver them forthwith to the Pledgee in the exact form received with, as applicable, the Pledgor's endorsement when necessary, or appropriate stock powers duly executed in blank, to be held by the Pledgee, subject to the terms hereof, as part of the Pledged Securities. (c) At any time from and after the occurrence of a default under the Note (an "Event of Default"), the Pledgee, at its option, may have any or all of the Pledged Securities registered in its name or that of its nominee, and the Pledgor hereby covenants that, upon the Pledgee's request, the Pledgor will cause the issuer of the Pledged Securities to effect such registration. From and after an Event of Default, whether or not the Pledged Securities shall have been registered in the name of the Pledgee or its nominee, the Pledgee or its nominee shall have with respect to the Pledged Securities the right to exercise all voting rights and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if he were the absolute owner thereof, including, without limitation, the right to exchange any or all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof, or upon the exercise by such issuer of any right, privilege, or option pertaining to any of the Pledged Securities, and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as he may determine, all without liability except to account for property actually received by it; but the Pledgee shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing. (d) Upon the occurrence of an Event of Default, the Pledgee may, without demand of performance or other demand, advertisement, or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Pledgor or any other person (all of which are, to the extent permitted by law, hereby expressly waived), forthwith realize upon the Pledged Securities or any part thereof, and may forthwith, or agree to, retain the Pledged Securities in satisfaction of the Secured Indebtedness, or sell or otherwise dispose of and deliver the Pledged Securities or any part thereof or interest therein, in one or more parcels at public or private sale or sales, at any exchange, broker's board or at any of the Pledgee's offices or elsewhere, at such prices and on such terms (including, but without limitation, a requirement that any purchaser of all of any part of the Pledged Securities purchase the shares constituting the Pledged Securities for investment and without any intention to make a distribution thereof) as he may deem best, for cash or on credit, or for future delivery without assumption of any credit risk, with the right to the Pledgee or any purchaser to purchase upon any such sale the whole or any part of the Pledged Securities free of any right or equity of redemption in the Pledgor, which right or equity is hereby expressly waived and released. (e) The proceeds of any such disposition or other action by the Pledgee shall be applied as follows: (i) First, to the costs and expenses incurred in connection therewith or incidental thereto or to the care or safekeeping of any of the Pledged Securities or in any way relating to the rights of the Pledgee hereunder, including reasonable attorneys' fees and legal expenses; (ii) Second, to the repayment of the Secured Indebtedness; (iii) Third, to the payment of any other amounts required by applicable law; and (iv) Fourth, to the Pledgor to the extent of any surplus proceeds. (f) The Pledgee need not give more than five (5) days' notice of the time and place of any public sale or of the time after which a private sale may take place, which notice the Pledgor hereby deems reasonable. (g) The Pledgee shall have the right, for and in the name, place and stead of the Pledgor, and the Pledgor hereby grants Pledgee power of attorney, as set forth in Section 7, to execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Securities. (h) The Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Securities and may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obligated to agree, among other things, to acquire the Pledged Securities for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the Pledgee than those of public sales, and agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that the Pledgee has no obligation to delay sale of any Pledged Securities to permit the issuer thereof to register it for public sale under the Securities Act of 1933. (i) The Pledgor and Pledgee recognize and agree that the Pledged Securities have been previously pledged to Pledgee pursuant to a Pledge and Assignment of Note and Collateral Agreement dated June 6, 2000 by and between Borrower and Pledgee. Pledgee is currently holding the Pledged Securities and Pledgee shall continue to hold the Pledged Securities as collateral and security unless and until the Indebtedness as defined in the Pledge and Assignment of Note and Collateral Agreement dated June 6, 2000 by and between Borrower and Pledgee is fully paid and satisfied and the Secured Indebtedness is fully paid and satisfied.

Agreement to Pledge. As and when required under the Security Agreement, any other Security Document or hereunder (a) As security and subject to the terms hereof and thereof (including any exceptions, limitations and time periods provided herein and therein), each Credit Party shall, and shall cause each Unrestricted Subsidiary to, grant to Collateral Trustee, for the prompt payment benefit of the Secured Parties, an Acceptable Security Interest (subject to Section 4.47(c)) in any Property of such Credit Party or, in the case of such Unrestricted Subsidiary, the Equity Interests of each Domestic Subsidiary of such Unrestricted Subsidiary (in each case, other than Excluded Property) now owned or hereafter acquired, including without limitation, (i) each Credit Party shall execute and deliver to the Collateral Trustee (or any and all liabilities, obligations or indebtedness of Pledgor under successor entity thereof) for the Guaranty benefit of the Note Secured Parties hereunder, deposit account control agreements for each of their Deposit Accounts (other than Excluded Deposit/Security Accounts as defined in the Security Agreement) in accordance with respect to Section 5.1 of the Loan, Security Agreement and (ii) the Company shall deliver, or shall cause each Unrestricted Subsidiary to deliver, to the Collateral Trustee (or any and all costs, expenses or amounts owed under or with respect to any successor entity thereof) for the benefit of the foregoingSecured Parties hereunder, or under or with respect to this Securities Pledge Agreement, (certificates representing all of the foregoing herein collectively referred to as Equity Interests owned by the "Secured Indebtedness"Company, any other Credit Party or any Unrestricted Subsidiary (in each case, other than Excluded Property), the Pledgor hereby pledges, hypothecates, assigns, transfers and delivers unto Pledgee, its successors and assigns the Pledged Securities in form transferable for delivery, together with all right, title, interest, powers, privileges undated stock powers or other appropriate instruments of transfer executed and preferences pertaining or incidental thereto, and grants the Pledgee delivered in blank by a lien on and security interest therein. (b) If the Pledgor shall become entitled to receive or shall receive, in connection with any duly authorized officer of the Pledged SecuritiesCompany, any: (i) Certificate such other Credit Party or such Unrestricted Subsidiary, as applicable; provided, that the requirement to deliver any certificates representing such Pledged Securities, including, but without limitationthe Equity Interests owned by the Company, any certificate representing a dividend other Credit Party or in connection with any increase Unrestricted Subsidiary and the undated stock power or reduction other appropriate instruments of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off; transfer required under this clause (ii) Option, warrantshall be subject to Section 4.47(c). The Company shall deliver to the Collateral Trustee insurance certificates naming Collateral Trustee as additional insured, or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; (iii) Dividend or distribution payable in property, including securities issued by other than the issuer of any of the Pledged Securities; or (iv) Extraordinary or liquidating dividends or distributions, then: the Pledgor shall accept the same as the Pledgee's agent, in trust for the Pledgee, and shall deliver them forthwith to the Pledgee in the exact form received withloss payee, as applicable, and evidencing insurance which meets the Pledgor's endorsement when necessaryrequirements of this Indenture and the Security Documents. For the avoidance of doubt, or appropriate stock powers duly executed each Credit Party shall pledge to the Collateral Trustee, for the benefit of the Secured Parties, all of the Equity Interests that it owns in blankany Unrestricted Subsidiary (to the extent not constituting Excluded Property) and shall cause each of its Unrestricted Subsidiaries to pledge all of the Equity Interests that it owns in any Unrestricted Subsidiary (to the extent not constituting Excluded Property), to be held by the Pledgeein each case, subject to the terms hereof, as part of the Pledged SecuritiesSection 4.47(c). (c) At any time from and after the occurrence of a default under the Note (an "Event of Default"), the Pledgee, at its option, may have any or all of the Pledged Securities registered in its name or that of its nominee, and the Pledgor hereby covenants that, upon the Pledgee's request, the Pledgor will cause the issuer of the Pledged Securities to effect such registration. From and after an Event of Default, whether or not the Pledged Securities shall have been registered in the name of the Pledgee or its nominee, the Pledgee or its nominee shall have with respect to the Pledged Securities the right to exercise all voting rights and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if he were the absolute owner thereof, including, without limitation, the right to exchange any or all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof, or upon the exercise by such issuer of any right, privilege, or option pertaining to any of the Pledged Securities, and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as he may determine, all without liability except to account for property actually received by it; but the Pledgee shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing. (d) Upon the occurrence of an Event of Default, the Pledgee may, without demand of performance or other demand, advertisement, or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Pledgor or any other person (all of which are, to the extent permitted by law, hereby expressly waived), forthwith realize upon the Pledged Securities or any part thereof, and may forthwith, or agree to, retain the Pledged Securities in satisfaction of the Secured Indebtedness, or sell or otherwise dispose of and deliver the Pledged Securities or any part thereof or interest therein, in one or more parcels at public or private sale or sales, at any exchange, broker's board or at any of the Pledgee's offices or elsewhere, at such prices and on such terms (including, but without limitation, a requirement that any purchaser of all of any part of the Pledged Securities purchase the shares constituting the Pledged Securities for investment and without any intention to make a distribution thereof) as he may deem best, for cash or on credit, or for future delivery without assumption of any credit risk, with the right to the Pledgee or any purchaser to purchase upon any such sale the whole or any part of the Pledged Securities free of any right or equity of redemption in the Pledgor, which right or equity is hereby expressly waived and released. (e) The proceeds of any such disposition or other action by the Pledgee shall be applied as follows: (i) First, to the costs and expenses incurred in connection therewith or incidental thereto or to the care or safekeeping of any of the Pledged Securities or in any way relating to the rights of the Pledgee hereunder, including reasonable attorneys' fees and legal expenses; (ii) Second, to the repayment of the Secured Indebtedness; (iii) Third, to the payment of any other amounts required by applicable law; and (iv) Fourth, to the Pledgor to the extent of any surplus proceeds. (f) The Pledgee need not give more than five (5) days' notice of the time and place of any public sale or of the time after which a private sale may take place, which notice the Pledgor hereby deems reasonable. (g) The Pledgee shall have the right, for and in the name, place and stead of the Pledgor, and the Pledgor hereby grants Pledgee power of attorney, as set forth in Section 7, to execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Securities. (h) The Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Securities and may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obligated to agree, among other things, to acquire the Pledged Securities for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the Pledgee than those of public sales, and agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that the Pledgee has no obligation to delay sale of any Pledged Securities to permit the issuer thereof to register it for public sale under the Securities Act of 1933. (i) The Pledgor and Pledgee recognize and agree that the Pledged Securities have been previously pledged to Pledgee pursuant to a Pledge and Assignment of Note and Collateral Agreement dated June 6, 2000 by and between Borrower and Pledgee. Pledgee is currently holding the Pledged Securities and Pledgee shall continue to hold the Pledged Securities as collateral and security unless and until the Indebtedness as defined in the Pledge and Assignment of Note and Collateral Agreement dated June 6, 2000 by and between Borrower and Pledgee is fully paid and satisfied and the Secured Indebtedness is fully paid and satisfied.

Agreement to Pledge. (a) As security for the prompt payment of (i) any and all liabilities, obligations or indebtedness of Pledgor under the Guaranty Section 5.5, 5.8 and 1.11 of the Securityholders Agreement (as defined in the Note with respect to the Loan, and (ii) any and all costs, expenses or amounts owed under or with respect to any of the foregoing, or under or with respect to this Securities Pledge Purchase Agreement, (all of the foregoing herein collectively referred to as the "Secured Indebtedness"), the Pledgor hereby pledges, hypothecates, assigns, transfers and delivers unto Pledgee, its successors and assigns assigns, for the ratable benefit of the Pledgee and each Additional Note Purchaser, if any, the Pledged Securities in form transferable for delivery, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, and grants the Pledgee a lien on and security interest therein. (b) If the Pledgor shall become entitled to receive or shall receive, in connection with any of the Pledged Securities, any: (i) Certificate certificate representing such Pledged Securities, including, but without limitation, any certificate representing a dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off; (ii) Optionoption, warrant, or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; (iii) Dividend dividend or distribution payable in cash or in property, including securities issued by other than the issuer of any of the Pledged Securities; or (iv) Extraordinary extraordinary or liquidating dividends dividends, redemptions or distributions, then: the Pledgor shall accept the same as the Pledgee's agent, in trust for the Pledgee, and shall deliver them forthwith to the Pledgee in the exact form received with, as applicable, the Pledgor's endorsement when necessary, or appropriate stock powers duly executed in blank, to be held by the Pledgee, subject to the terms hereof, as part of the Pledged Securities. (c) At any time from and after the occurrence of a default under the Note (an "Event of Default"), the Pledgee, at its option, may have any or all of the Pledged Securities registered in its name or that of its nominee, and the Pledgor hereby covenants that, upon the Pledgee's request, the Pledgor will cause the issuer of the Pledged Securities to effect such registration. From and after an Event of Default, whether or not the Pledged Securities shall have been registered in the name of the Pledgee or its nominee, the Pledgee or its nominee shall have with respect to the Pledged Securities the right to exercise all voting rights and all other corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if he were the absolute owner thereof, including, without limitation, the right to exchange any or all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof, or upon the exercise by such issuer of any right, privilege, or option pertaining to any of the Pledged Securities, and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as he may determine, all without liability except to account for property actually received by it; but the Pledgee shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing. (d) Upon the occurrence of an Event of Default, the Pledgee may, without demand of performance or other demand, advertisement, or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Pledgor or any other person (all of which are, to the extent permitted by law, hereby expressly waived), forthwith realize upon the Pledged Securities or any part thereof, and may forthwith, or agree to, retain the Pledged Securities in satisfaction of the Secured Indebtedness, or sell or otherwise dispose of and deliver the Pledged Securities or any part thereof or interest therein, in one or more parcels at public or private sale or sales, at any exchange, broker's board or at any of the Pledgee's offices or elsewhere, at such prices and on such terms (including, but without limitation, a requirement that any purchaser of all of any part of the Pledged Securities purchase the shares constituting the Pledged Securities for investment and without any intention to make a distribution thereof) as he may deem best, for cash or on credit, or for future delivery without assumption of any credit risk, with the right to the Pledgee or any purchaser to purchase upon any such sale the whole or any part of the Pledged Securities free of any right or equity of redemption in the Pledgor, which right or equity is hereby expressly waived and released. (e) The proceeds of any such disposition or other action by the Pledgee shall be applied as follows: (i) First, to the costs and expenses incurred in connection therewith or incidental thereto or to the care or safekeeping of any of the Pledged Securities or in any way relating to the rights of the Pledgee hereunder, including reasonable attorneys' fees and legal expenses; (ii) Second, to the repayment of the Secured Indebtedness; (iii) Third, to the payment of any other amounts required by applicable law; and (iv) Fourth, to the Pledgor to the extent of any surplus proceeds. (f) The Pledgee need not give more than five (5) days' notice of the time and place of any public sale or of the time after which a private sale may take place, which notice the Pledgor hereby deems reasonable. (g) The Pledgee shall have the right, for and in the name, place and stead of the Pledgor, and the Pledgor hereby grants Pledgee power of attorney, as set forth in Section 7, to execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Securities. (h) The Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or a part of the Pledged Securities and may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obligated to agree, among other things, to acquire the Pledged Securities for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the Pledgee than those of public sales, and agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that the Pledgee has no obligation to delay sale of any Pledged Securities to permit the issuer thereof to register it for public sale under the Securities Act of 1933. (i) The Pledgor and Pledgee recognize and agree that the Pledged Securities have been previously pledged to Pledgee pursuant to a Pledge and Assignment of Note and Collateral Agreement dated June 6, 2000 by and between Borrower and Pledgee. Pledgee is currently holding the Pledged Securities and Pledgee shall continue to hold the Pledged Securities as collateral and security unless and until the Indebtedness as defined in the Pledge and Assignment of Note and Collateral Agreement dated June 6, 2000 by and between Borrower and Pledgee is fully paid and satisfied and the Secured Indebtedness is fully paid and satisfied.