Certain FCC Matters. Notwithstanding any provision to the contrary contained herein, in any other of the Credit Documents, Swap Contracts or other documents relating to the Obligations, the parties hereby acknowledge that any security interest in the Collateral granted hereunder, or in any other Credit Document, to the extent it relates to any of the FCC Licenses, is granted only to the extent permitted by applicable Law. Notwithstanding any provision to the contrary contained herein, in any other of the Credit Documents, Swap Contracts or other documents relating to the Obligations, no action shall be taken hereunder or thereunder by the Administrative Agent, Collateral Agent or any Lender with respect to any item of Collateral subject to restrictions under Communications Law unless and until all applicable requirements (if any) of the FCC under the Communications Laws, as well as any other federal, state or local laws, rules and regulations of other regulatory or governmental bodies applicable to or having jurisdiction over the Borrower or applicable Guarantor have been satisfied with respect to such action and there shall have been obtained such consents, approvals and authorizations (if any) as may be required to be obtained from the FCC and any other Governmental Authority under the terms of any FCC License or similar operating right held by the Borrower or any Guarantor. Without limiting the generality of the foregoing, the Administrative Agent, the Collateral Agent and the Lenders hereby agree that (a) voting and consensual rights in the ownership interests of any Credit Party holding or controlling any FCC Licenses will remain with the holders of such voting and consensual rights upon and following the occurrence of an Event of Default unless and until any required prior approvals of the FCC to the transfer of such voting and consensual rights shall have been obtained, (b) upon the occurrence of any Event of Default and foreclosure of such interests the Administrative Agent or Collateral Agent, as the case may be, shall determine whether there may be a private or public sale of such interests, and (c) prior to the exercise of such voting or consensual rights by the purchaser at any such sale, the prior consent of the FCC pursuant to 47 U.S.C. §310(d) shall be obtained if required. It is the intention of the parties hereto that the Liens in favor of the Administrative Agent on the Collateral shall in all relevant aspects be subject to and governed by such statutes, rules and regulations and that nothing in this Credit Agreement shall be construed to diminish the control exercised by the Borrower or any Guarantor except in accordance with the provisions of such statutory requirements, rules and regulations. The Borrower and each Guarantor agree that, if an Event of Default shall have occurred and be continuing, upon request from time to time by the Administrative Agent or the Collateral Agent, the Borrower or such Guarantor will use its reasonable best efforts to obtain any governmental, regulatory or third party consents, approvals or authorizations referred to in this Section 11.19, which such efforts shall include, without limitation, the preparation, execution and filing with the FCC of (or causing to be prepared, signed and filed with the FCC) any applications for consent to the assignment of any FCC Licenses, or to the transfer of control of the Borrower or any Guarantor holding or controlling any FCC Licenses, required to be signed by the Borrower or such Guarantor which are, in the Administrative Agent’s or Collateral Agent’s reasonable determination, necessary, appropriate or desirable under the FCC’s rules and regulations for approval of any sale or transfer of any of the voting or consensual rights or the assets of the Borrower or any Guarantor holding or controlling any FCC Licenses, or any transfer of control in respect of any FCC License held or controlled by the Borrower or any Guarantor.
Appears in 2 contracts
Samples: Credit Agreement (HSN, Inc.), Credit Agreement (HSN, Inc.)
Certain FCC Matters. Notwithstanding any provision to the contrary contained herein, in any other of the Credit Documents, Swap Contracts or other documents relating to the Obligations, the parties hereby acknowledge that any security interest in the Pledged Collateral granted hereunder, or in any other Credit Document, to the extent it relates to any of the FCC Licenses, is granted only to the extent permitted by applicable Law. Notwithstanding any provision to the contrary contained herein, in any other of the Credit Documents, Swap Contracts or other documents relating to the Obligations, no action shall be taken hereunder or thereunder by the Administrative Agent, Collateral Agent or any Lender with respect to any item of Pledged Collateral subject to restrictions under Communications Law unless and until all applicable requirements (if any) of the FCC under the Communications Laws, as well as any other federal, state or local laws, rules and regulations of other regulatory or governmental bodies applicable to or having jurisdiction over the Borrower or applicable Guarantor Pledgor have been satisfied with respect to such action and there shall have been obtained such consents, approvals and authorizations (if any) as may be required to be obtained from the FCC and any other Governmental Authority under the terms of any FCC License or similar operating right held by the Borrower or any Guarantorsuch Pledgor. Without limiting the generality of the foregoing, the Administrative Agent, the Collateral Agent and the Lenders hereby agree that (a) voting and consensual rights in the ownership interests of any Credit Party holding or controlling any FCC Licenses will remain with the holders of such voting and consensual rights upon and following the occurrence of an Event of Default unless and until any required prior approvals of the FCC to the transfer of such voting and consensual rights shall have been obtained, (b) upon the occurrence of any Event of Default and foreclosure of such interests the Administrative Agent or Collateral Agent, as the case may be, shall determine whether there may be a private or public sale of such interests, and (c) prior to the exercise of such voting or consensual rights by the purchaser at any such sale, the prior consent of the FCC pursuant to 47 U.S.C. §§ 310(d) shall be obtained if required. It is the intention of the parties hereto that the Liens in favor of the Administrative Collateral Agent on the Pledged Collateral shall in all relevant aspects be subject to and governed by such statutes, rules and regulations and that nothing in this Credit Pledge Agreement shall be construed to diminish the control exercised by the Borrower or any Guarantor applicable Pledgor except in accordance with the provisions of such statutory requirements, rules and regulations. The Borrower and each Guarantor agree Each Pledgor agrees that, if an Event of Default shall have occurred and be continuing, upon request from time to time by the Administrative Agent or the Collateral Agent, the Borrower or such Guarantor Pledgor will use its reasonable best efforts to obtain any governmental, regulatory or third party consents, approvals or authorizations referred to in this Section 11.1928, which such efforts shall include, without limitation, the preparation, execution and filing with the FCC of (or causing to be prepared, signed and filed with the FCC) any applications for consent to the assignment of any FCC Licenses, or to the transfer of control of the Borrower or any Guarantor Pledgor holding or controlling any FCC Licenses, required to be signed by the Borrower or such Guarantor applicable Pledgor which are, in the Administrative Agent’s or Collateral Agent’s reasonable determination, necessary, appropriate or desirable under the FCC’s rules and regulations for approval of any sale or transfer of any of the voting or consensual rights or the assets of the Borrower or any Guarantor Pledgor holding or controlling any FCC Licenses, or any transfer of control in respect of any FCC License held or controlled by the Borrower or any Guarantorapplicable Pledgor. Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written. HSN, INC., as Pledgor By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx Executive Vice President, General Counsel and Secretary CINMAR, LLC, as Pledgor By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx Vice President and Assistant Secretary CORNERSTONE BRANDS, INC., as Pledgor By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx Vice President, General Counsel and Assistant Secretary CORNERSTONE SERVICES, INC., as Pledgor By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx Vice President, General Counsel and Assistant Secretary HSN, Inc. Pledge Agreement (2012) Signature Page HSNI, LLC., as Pledgor By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx Executive Vice President, General Counsel and Assistant Secretary THE CORNERSTONE BRANDS GROUP, INC., as Pledgor By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx Vice President, General Counsel and Assistant Secretary THE CORNERSTONE HOLDINGS GROUP, INC., as Pledgor By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx Vice President, General Counsel and Assistant Secretary THE TERRITORY AHEAD, INC., as Pledgor By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx Vice President, General Counsel and Assistant Secretary VENTANA TELEVISION HOLDINGS, INC., as Pledgor By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx Vice President and Assistant Secretary HSN, Inc. Pledge Agreement (2012) Signature Page Agreed and accepted, as of the date first above written. BANK OF AMERICA, N.A., as Collateral Agent By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Vice President Each of the undersigned issuers of Pledged Shares has duly executed this Pledge Agreement as of the date first above written for purposes of Section 28 above. CINMAR, LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Assistant Secretary H.O.T. NETWORKS HOLDINGS (DELAWARE) LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Secretary HSNI, LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Vice President, General Counsel and Secretary INGENIOUS DESIGNS LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Secretary
Appears in 1 contract
Samples: Pledge Agreement (HSN, Inc.)
Certain FCC Matters. Notwithstanding any provision to the contrary contained herein, in any other of the Credit Documents, Swap Contracts or other documents relating to the Obligations, the parties hereby acknowledge that any security interest in the Collateral granted hereunder, or in any other Credit Document, to the extent it relates to any of the FCC Licenses, is granted only to the extent permitted by applicable Lawlaw. Notwithstanding any provision to the contrary contained herein, in any other of the Credit Documents, Swap Contracts or other documents relating to the Obligations, no action shall be taken hereunder or thereunder by the Administrative Agent, Collateral Agent or any Lender with respect to any item of Collateral subject to restrictions under Communications Law unless and until all applicable requirements (if any) of the FCC under the Communications Laws, as well as any other federal, state or local laws, rules and regulations of other regulatory or governmental bodies applicable to or having jurisdiction over the Borrower or applicable Guarantor have been satisfied with respect to such action and there shall have been obtained such consents, approvals and authorizations (if any) as may be required to be obtained from the FCC and any other Governmental Authority under the terms of any FCC License or similar operating right held by the Borrower or any Guarantor. Without limiting the generality of the foregoing, the Administrative Agent, the Collateral Agent and the Lenders hereby agree that (a) voting and consensual rights in the ownership interests of any Credit Party holding or controlling any FCC Licenses will remain with the holders of such voting and consensual rights upon and following the occurrence of an Event of Default unless and until any required prior approvals of the FCC to the transfer of such voting and consensual rights shall have been obtained, (b) upon the occurrence of any Event of Default and foreclosure of such interests the Administrative Agent or Collateral Agent, as the case may be, shall determine whether there may be a private or public sale of such interests, and (c) prior to the exercise of such voting or consensual rights by the purchaser at any such sale, the prior consent of the FCC pursuant to 47 U.S.C. §310(d) shall be obtained if required. It is the intention of the parties hereto that the Liens in favor of the Administrative Agent on the Collateral shall in all relevant aspects be subject to and governed by such statutes, rules and regulations and that nothing in this Credit Agreement shall be construed to diminish the control exercised by the Borrower or any Guarantor except in accordance with the provisions of such statutory requirements, rules and regulations. The Borrower and each Guarantor agree that, if an Event of Default shall have occurred and be continuing, upon request from time to time by the Administrative Agent or the Collateral Agent, the Borrower or such Guarantor will use its reasonable best efforts to obtain any governmental, regulatory or third party consents, approvals or authorizations referred to in this Section 11.19, which such efforts shall include, without limitation, the preparation, execution and filing with the FCC of (or causing to be prepared, signed and filed with the FCC) any applications for consent to the assignment of any FCC Licenses, or to the transfer of control of the Borrower or any Guarantor holding or controlling any FCC Licenses, required to be signed by the Borrower or such Guarantor which are, in the Administrative Agent’s or Collateral Agent’s reasonable determination, necessary, appropriate or desirable under the FCC’s rules and regulations for approval of any sale or transfer of any of the voting or consensual rights or the assets of the Borrower or any Guarantor holding or controlling any FCC Licenses, or any transfer of control in respect of any FCC License held or controlled by the Borrower or any Guarantor.
Appears in 1 contract
Samples: Credit Agreement (HSN, Inc.)
Certain FCC Matters. Notwithstanding any provision to the contrary contained herein, in any other of the Credit Documents, Swap Contracts or other documents relating to the Obligations, the parties hereby acknowledge that any security interest in the Pledged Collateral granted hereunder, or in any other Credit Document, to the extent it relates to any of the FCC Licenses, is granted only to the extent permitted by applicable Law. Notwithstanding any provision to the contrary contained herein, in any other of the Credit Documents, Swap Contracts or other documents relating to the Obligations, no action shall be taken hereunder or thereunder by the Administrative Agent, Collateral Agent or any Lender with respect to any item of Pledged Collateral subject to restrictions under Communications Law unless and until all applicable requirements (if any) of the FCC under the Communications Laws, as well as any other federal, state or local laws, rules and regulations of other regulatory or governmental bodies applicable to or having jurisdiction over the Borrower or applicable Guarantor Pledgor have been satisfied with respect to such action and there shall have been obtained such consents, approvals and authorizations (if any) as may be required to be obtained from the FCC and any other Governmental Authority under the terms of any FCC License or similar operating right held by the Borrower or any Guarantorsuch Pledgor. Without limiting the generality of the foregoing, the Administrative Agent, the Collateral Agent and the Lenders hereby agree that (a) voting and consensual rights in the ownership interests of any Credit Party holding or controlling any FCC Licenses will remain with the holders of such voting and consensual rights upon and following the occurrence of an Event of Default unless and until any required prior approvals of the FCC to the transfer of such voting and consensual rights shall have been obtained, (b) upon the occurrence of any Event of Default and foreclosure of such interests the Administrative Agent or Collateral Agent, as the case may be, shall determine whether there may be a private or public sale of such interests, and (c) prior to the exercise of such voting or consensual rights by the purchaser at any such sale, the prior consent of the FCC pursuant to 47 U.S.C. §§ 310(d) shall be obtained if required. It is the intention of the parties hereto that the Liens in favor of the Administrative Collateral Agent on the Pledged Collateral shall in all relevant aspects be subject to and governed by such statutes, rules and regulations and that nothing in this Credit Pledge Agreement shall be construed to diminish the control exercised by the Borrower or any Guarantor applicable Pledgor except in accordance with the provisions of such statutory requirements, rules and regulations. The Borrower and each Guarantor agree Each Pledgor agrees that, if an Event of Default shall have occurred and be continuing, upon request from time to time by the Administrative Agent or the Collateral Agent, the Borrower or such Guarantor Pledgor will use its reasonable best efforts to obtain any governmental, regulatory or third party consents, approvals or authorizations referred to in this Section 11.1929, which such efforts shall include, without limitation, the preparation, execution and filing with the FCC of (or causing to be prepared, signed and filed with the FCC) any applications for consent to the assignment of any FCC Licenses, or to the transfer of control of the Borrower or any Guarantor Pledgor holding or controlling any FCC Licenses, required to be signed by the Borrower or such Guarantor applicable Pledgor which are, in the Administrative Agent’s or Collateral Agent’s reasonable determination, necessary, appropriate or desirable under the FCC’s rules and regulations for approval of any sale or transfer of any of the voting or consensual rights or the assets of the Borrower or any Guarantor Pledgor holding or controlling any FCC Licenses, or any transfer of control in respect of any FCC License held or controlled by the Borrower applicable Pledgor. Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written. HSN, INC., as Pledgor By: Name: Title: CINMAR, LLC, as Pledgor By: Name: Title: CORNERSTONE BRANDS, INC., as Pledgor By: Name: Title: CORNERSTONE SERVICES, INC., as Pledgor By: Name: Title: HSNI, LLC, as Pledgor By: Name: Title: THE CORNERSTONE BRANDS GROUP, INC., as Pledgor By: Name: Title: HSN, Inc. Pledge Agreement (2015) Signature Page THE CORNERSTONE HOLDINGS GROUP, INC., as Pledgor By: Name: Title: TTA OPERATIONS, INC., as Pledgor By: Name: Title: VENTANA TELEVISION HOLDINGS, INC., as Pledgor By: Name: Title: HSN, Inc. Pledge Agreement (2015) Signature Page Agreed and accepted, as of the date first above written. BANK OF AMERICA, N.A., as Collateral Agent By: Name: Title: HSN, Inc. Each of the undersigned issuers of Pledged Shares has duly executed this Pledge Agreement as of the date first above written for purposes of Section 28 above. CINMAR, LLC By: Name: Title: H.O.T. NETWORKS HOLDINGS (DELAWARE) LLC By: Name: Title: HSN HOLDING LLC By: Name: Title: HSNI, LLC By: Name: Title: INGENIOUS DESIGNS LLC By: Name: Title: HSN, Inc. EXHIBIT A [Form of] PLEDGE AGREEMENT JOINDER AGREEMENT [Name of New Pledgor] [Address of New Pledgor] [Date] Ladies and Gentlemen: Reference is made to the Pledge Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Pledge Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Pledge Agreement), dated as of January 27, 2015, made by HSN, INC., a Delaware corporation (the “Borrower”), the Guarantors party thereto and BANK OF AMERICA, N.A., as collateral agent (in such capacity and together with any Guarantorsuccessors in such capacity, the “Collateral Agent”). This Pledge Agreement Joinder Agreement supplements the Pledge Agreement and is delivered by the undersigned, [ ](the “New Pledgor”), pursuant to Section 27 of the Pledge Agreement. The New Pledgor hereby agrees to be bound as a Pledgor party to the Pledge Agreement by all of the terms, covenants and conditions set forth in the Pledge Agreement to the same extent that it would have been bound if it had been a signatory to the Pledge Agreement on the date of the Pledge Agreement. Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, a Lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Pledgor thereunder. The New Pledgor hereby makes each of the representations and warranties and agrees to each of the covenants applicable to the Pledgors contained in the Pledge Agreement. Annexed hereto are supplements to Schedules 5(a) and 5(b) to the Pledge Agreement listing all the Capital Stock of all Subsidiaries of the New Pledgor which, as of the date hereof, is required to be pledged pursuant to the Credit Documents. Such supplements shall be deemed to be part of the Pledge Agreement. This Pledge Agreement Joinder Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. THIS PLEDGE AGREEMENT JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
Appears in 1 contract
Samples: Credit Agreement (HSN, Inc.)
Certain FCC Matters. Notwithstanding any provision to the contrary contained herein, in any other of the Credit Documents, Swap Contracts or other documents relating to the Obligations, the parties hereby acknowledge that any security interest in the Pledged Collateral granted hereunder, or in any other Credit Document, to the extent it relates to any of the FCC Licenses, is granted only to the extent permitted by applicable Law. Notwithstanding any provision to the contrary contained herein, in any other of the Credit Documents, Swap Contracts or other documents relating to the Obligations, no action shall be taken hereunder or thereunder by the Administrative Agent, Collateral Agent or any Lender with respect to any item of Pledged Collateral subject to restrictions under Communications Law unless and until all applicable requirements (if any) of the FCC under the Communications Laws, as well as any other federal, state or local laws, rules and regulations of other regulatory or governmental bodies applicable to or having jurisdiction over the Borrower or applicable Guarantor Pledgor have been satisfied with respect to such action and there shall have been obtained such consents, approvals and authorizations (if any) as may be required to be obtained from the FCC and any other Governmental Authority under the terms of any FCC License or similar operating right held by the Borrower or any Guarantorsuch Pledgor. Without limiting the generality of the foregoing, the Administrative Agent, the Collateral Agent and the Lenders hereby agree that (a) voting and consensual rights in the ownership interests of any Credit Party holding or controlling any FCC Licenses will remain with the holders of such voting and consensual rights upon and following the occurrence of an Event of Default unless and until any required prior approvals of the FCC to the transfer of such voting and consensual rights shall have been obtained, (b) upon the occurrence of any Event of Default and foreclosure of such interests the Administrative Agent or Collateral Agent, as the case may be, shall determine whether there may be a private or public sale of such interests, and (c) prior to the exercise of such voting or consensual rights by the purchaser at any such sale, the prior consent of the FCC pursuant to 47 U.S.C. §§ 310(d) shall be obtained if required. It is the intention of the parties hereto that the Liens in favor of the Administrative Collateral Agent on the Pledged Collateral shall in all relevant aspects be subject to and governed by such statutes, rules and regulations and that nothing in this Credit Pledge Agreement shall be construed to diminish the control exercised by the Borrower or any Guarantor applicable Pledgor except in accordance with the provisions of such statutory requirements, rules and regulations. The Borrower and each Guarantor agree Each Pledgor agrees that, if an Event of Default shall have occurred and be continuing, upon request from time to time by the Administrative Agent or the Collateral Agent, the Borrower or such Guarantor Pledgor will use its reasonable best efforts to obtain any governmental, regulatory or third party consents, approvals or authorizations referred to in this Section 11.1929, which such efforts shall include, without limitation, the preparation, execution and filing with the FCC of (or causing to be prepared, signed and filed with the FCC) any applications for consent to the assignment of any FCC Licenses, or to the transfer of control of the Borrower or any Guarantor Pledgor holding or controlling any FCC Licenses, required to be signed by the Borrower or such Guarantor applicable Pledgor which are, in the Administrative Agent’s or Collateral Agent’s reasonable determination, necessary, appropriate or desirable under the FCC’s rules and regulations for approval of any sale or transfer of any of the voting or consensual rights or the assets of the Borrower or any Guarantor Pledgor holding or controlling any FCC Licenses, or any transfer of control in respect of any FCC License held or controlled by the Borrower applicable Pledgor. Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written. HSN, INC., as Pledgor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President and Treasurer CINMAR, LLC, as Pledgor By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President, General Counsel and Secretary CORNERSTONE BRANDS, INC., as Pledgor By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President, General Counsel and Secretary CORNERSTONE SERVICES, INC., as Pledgor By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President, General Counsel and Secretary HSNI, LLC, as Pledgor By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Legal Officer and Secretary THE CORNERSTONE BRANDS GROUP, INC., as Pledgor By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President, General Counsel and Secretary HSN, Inc. Pledge Agreement (2015) Signature Page THE CORNERSTONE HOLDINGS GROUP, INC., as Pledgor By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President, General Counsel and Secretary TTA OPERATIONS, INC., as Pledgor By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President, General Counsel and Secretary VENTANA TELEVISION HOLDINGS, INC., as Pledgor By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President, General Counsel and Assistant Secretary HSN, Inc. Pledge Agreement (2015) Signature Page Agreed and accepted, as of the date first above written. BANK OF AMERICA, N.A., as Collateral Agent By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Assistant Vice President HSN, Inc. Each of the undersigned issuers of Pledged Shares has duly executed this Pledge Agreement as of the date first above written for purposes of Section 28 above. CINMAR, LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President, General Counsel and Secretary H.O.T. NETWORKS HOLDINGS (DELAWARE) LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: President and Secretary HSN HOLDING LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: President and Secretary HSNI, LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Legal Officer and Secretary INGENIOUS DESIGNS LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President, General Counsel and Secretary HSN, Inc. EXHIBIT A [Form of] PLEDGE AGREEMENT JOINDER AGREEMENT [Name of New Pledgor] [Address of New Pledgor] [Date] Ladies and Gentlemen: Reference is made to the Pledge Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Pledge Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Pledge Agreement), dated as of January 27, 2015, made by HSN, INC., a Delaware corporation (the “Borrower”), the Guarantors party thereto and BANK OF AMERICA, N.A., as collateral agent (in such capacity and together with any Guarantorsuccessors in such capacity, the “Collateral Agent”). This Pledge Agreement Joinder Agreement supplements the Pledge Agreement and is delivered by the undersigned, [ ] (the “New Pledgor”), pursuant to Section 27 of the Pledge Agreement. The New Pledgor hereby agrees to be bound as a Pledgor party to the Pledge Agreement by all of the terms, covenants and conditions set forth in the Pledge Agreement to the same extent that it would have been bound if it had been a signatory to the Pledge Agreement on the date of the Pledge Agreement. Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, a Lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Pledgor thereunder. The New Pledgor hereby makes each of the representations and warranties and agrees to each of the covenants applicable to the Pledgors contained in the Pledge Agreement. Annexed hereto are supplements to Schedules 5(a) and 5(b) to the Pledge Agreement listing all the Capital Stock of all Subsidiaries of the New Pledgor which, as of the date hereof, is required to be pledged pursuant to the Credit Documents. Such supplements shall be deemed to be part of the Pledge Agreement. This Pledge Agreement Joinder Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. THIS PLEDGE AGREEMENT JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
Appears in 1 contract
Samples: Pledge Agreement (HSN, Inc.)
