Collateral Value. (a) So long as this Pledge and Security Agreement remains in full force and effect, and subject to subparagraph (d) below, if as of the first Business Day of any calendar quarter beginning April 1, 1995, Pledgee shall determine, after receipt of the calculation of Market Value provided for in subparagraph (c) below, that the aggregate Market Value of the Pledged Interests and the fair market value of any other Collateral theretofore pledged by Pledgor under, this Section 4.16 and then constituting a part of the Collateral hereunder, is less than 90% of the Pledge Amount, then Pledgor shall promptly pledge and deliver to Pledgee additional unencumbered Common Units and/or unencumbered Common Stock (including certificates and transfer instruments relating thereto), and/or other collateral acceptable to Pledgee, such that, after giving effect to the pledge of such additional Common Units and/or Common Stock and/or other collateral, all Pledged Interests and other Collateral pledged under this Pledge and Security Agreement and then constituting a part of the Collateral shall have a fair market value (valuing Pledged Interests at Market Value) equal to or greater than the Pledge Amount. Such additional Common Units and/or Common Stock shall constitute Pledged Interests and, together with any other collateral pledged hereunder, shall be deemed to be part of the Collateral hereunder. (b) So long as this Pledge and Security Agreement remains in full force and effect, and subject to subparagraph (d) below, if as of the first Business Day of any calendar quarter beginning April 1, 1995, Pledgee shall determine, after receipt of the calculation of Market Value provided for in subparagraph (c) below, that the aggregate of the Market Value of the Pledged Interests and the fair market value of any other Collateral theretofore pledged by Pledgor under this Section 4.16 and then constituting a part of the Collateral hereunder, is more than 110% of the Pledge Amount, then Pledgee shall promptly release and deliver to Pledgor Common Units and/or Common Stock and/or other Collateral (as Pledgee shall determine in its sole discretion), such that, after giving effect to such release and delivery, the aggregate of the Market Value of the remaining Pledged Interests and the fair market value of any other Collateral theretofore pledged by Pledgor under this Pledge and Security Agreement and then constituting a part of the Collateral hereunder, shall be as close as possible to, but in no event less than, 110% of the Pledge Amount. (c) Within (i) forty-five (45) days, so long as the adjustment contemplated by subparagraph (d) below is applicable, and (ii) within five (5) Business Days, if such adjustment contemplated by subparagraph (d) below is no longer applicable, after the first Business Day of each calendar quarter beginning April 1, 1995, and at such other times as the Pledgee may request, Pledgor shall deliver to Pledgee a calculation, made in good faith and certified as such by the Chief Financial Officer of General Partner, or another officer of General Partner reasonably acceptable to Pledgee, of the Market Value of the Pledged Interests (including the adjustment contemplated by subparagraph (d) below, if applicable) and the fair market value of any other collateral pledged by Pledgor under this Section 4.16 and then constituting part of the Collateral hereunder, calculated as of the first Business Day of the applicable calendar quarter in accordance with the provisions of this Pledge and Security Agreement. (d) Notwithstanding anything in this Pledge and Security Agreement to the contrary, until the earlier of (i) the Preferential Distribution Lapse Date, or (ii) as to any Common Unit then constituting Pledged Interests, the Exchange of such Common Unit to Common Stock, at which time the definition of "Market Value" in Article I of this Pledge and Security Agreement shall control, the Market Value of the Pledged Interests shall be deemed to be (A) the amount determined in accordance with the definition of "Market Value" in Article I of this Pledge and Security Agreement, minus (B) an amount equal to such "Market Value" (determined in accordance with Article (I) multiplied by the Discount, but in no event shall the result be less than zero.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Reschke Michael W), Pledge and Security Agreement (Reschke Michael W)
Collateral Value. (a) So long as this Pledge and Security Agreement remains in full force and effectFor purposes of calculating Collateral Value on any date, and subject to subparagraph (d) below, if as of the first Business Day of any calendar quarter beginning April 1, 1995, Pledgee shall determine, after receipt of the calculation of Market Value provided for in subparagraph (c) below, that the aggregate Adjusted Fair Market Value of the Pledged Interests and following shall be excluded: (i) any Collateral which directly includes sub-prime mortgage assets, (ii) the fair market value portion of any issue of Eligible Collateral (other Collateral theretofore pledged by Pledgor under, this Section 4.16 and then constituting a part of the Collateral hereunder, is less than 90Government Debt) which exceeds 10% of the Pledge AmountAdjusted Fair Market Value of all Eligible Collateral, then Pledgor shall promptly pledge and deliver (iii) without duplication of any amount excluded pursuant to Pledgee additional unencumbered Common Units and/or unencumbered Common Stock clause (including certificates and transfer instruments relating theretoii), and/or the portion of Eligible Collateral of any issuer (other collateral acceptable to Pledgee, such that, after giving effect to the pledge of such additional Common Units and/or Common Stock and/or other collateral, all Pledged Interests and other Collateral pledged under this Pledge and Security Agreement and then constituting a part than Government Debt) which exceeds 10% of the Collateral shall have a fair market value Adjusted Fair Market Value of all Eligible Collateral, (valuing Pledged Interests at Market Valueiv) equal to or greater than the Pledge Amount. Such additional Common Units and/or Common Stock shall constitute Pledged Interests and, together with any other collateral pledged hereunder, shall be deemed to be part portion of the Eligible Collateral hereunderthat is rated ▇-/▇▇, ▇▇▇+/▇▇▇▇ or BBB/Baa2 and exceeds 20% of the Adjusted Fair Market Value of all Eligible Collateral, and (v) without duplication of any amount excluded pursuant to clause (iv), the portion of the Eligible Collateral that is rated BBB+/Baa1 or BBB/Baa2 and exceeds 10% of the Adjusted Fair Market Value of all Eligible Collateral.
(b) So long as this Pledge and Security Agreement remains in full force and effectIf at any time the Outstanding Amount shall exceed (the amount of such excess, and subject to subparagraph (dthe "Collateral Shortfall") below, if as of the first Business Day of any calendar quarter beginning April 1, 1995, Pledgee shall determine, after receipt of the calculation of Market Value provided for in subparagraph (c) below, that the aggregate of the Market Value of the Pledged Interests and the fair market value of any other Collateral theretofore pledged by Pledgor under this Section 4.16 and then constituting a part of the Collateral hereunder, is more than 110% of the Pledge Amount, then Pledgee shall promptly release and deliver to Pledgor Common Units and/or Common Stock and/or other Collateral (as Pledgee shall determine in its sole discretion), such that, after giving effect to such release and delivery, the aggregate of the Market Value of the remaining Pledged Interests and the fair market value of any other Collateral theretofore pledged by Pledgor under this Pledge and Security Agreement and then constituting a part of the Collateral hereunder, shall be as close as possible to, but in no event less than, 110% of the Pledge Amount.
(c) Within (i) forty-five (45) days, so long as the adjustment contemplated by subparagraph (d) below is applicable, and (ii) within five (5) for three consecutive Business Days, if such adjustment contemplated by subparagraph (d) below is no longer applicable, after the first an Event of Default shall occur unless within three Business Day of each calendar quarter beginning April 1, 1995, and at such other times as the Pledgee may request, Pledgor shall deliver to Pledgee a calculation, made in good faith and certified as such by the Chief Financial Officer of General Partner, or another officer of General Partner reasonably acceptable to Pledgee, Days of the Market Value of the Pledged Interests (including the adjustment contemplated by subparagraph (d) below, if applicable) and the fair market value of any other collateral pledged by Pledgor under this Section 4.16 and then constituting part of date the Collateral hereunder, calculated Shortfall occurred no Collateral Shortfall exists as of the first Business Day of the applicable calendar quarter in accordance with the provisions of this Pledge and Security Agreement.
(d) Notwithstanding anything in this Pledge and Security Agreement to the contrary, until the earlier a result of (i) a change in the Preferential Distribution Lapse DateCollateral Value due to market fluctuations, or (ii) as to any Common Unit then constituting Pledged Interests, a deposit of additional securities in the Exchange of such Common Unit to Common Stock, at which time the definition of "Market Value" in Article I of this Pledge and Security Agreement shall control, the Market Value Collateral Account and/or (iii) prepayment of the Pledged Interests Outstanding Amount. Any prepayment made pursuant to this Section 6.14(b) shall be deemed to made without premium or penalty provided any prepayment of a Eurodollar Rate Loan shall be (A) accompanied by all accrued interest on the amount determined prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with the definition of "Market Value" in Article I of this Pledge and Security Agreement, minus (B) an amount equal to such "Market Value" (determined in accordance with Article (I) multiplied by the Discount, but in no event shall the result their respective Applicable Percentages. Amounts so prepaid may not be less than zeroreborrowed.
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Collateral Value. (a) So long as this Pledge and Security Agreement remains in full force and effectFor purposes of calculating Collateral Value on any date, and subject to subparagraph (d) below, if as of the first Business Day of any calendar quarter beginning April 1, 1995, Pledgee shall determine, after receipt of the calculation of Market Value provided for in subparagraph (c) below, that the aggregate Adjusted Fair Market Value of the Pledged Interests and following shall be excluded: (i) any Collateral which directly includes sub-prime mortgage assets, (ii) the fair market value portion of any issue of Eligible Collateral (other Collateral theretofore pledged by Pledgor under, this Section 4.16 and then constituting a part of the Collateral hereunder, is less than 90Government Debt) which exceeds 10% of the Pledge AmountAdjusted Fair Market Value of all Eligible Collateral, then Pledgor shall promptly pledge and deliver (iii) without duplication of any amount excluded pursuant to Pledgee additional unencumbered Common Units and/or unencumbered Common Stock clause (including certificates and transfer instruments relating theretoii), and/or the portion of Eligible Collateral of any issuer (other collateral acceptable to Pledgee, such that, after giving effect to the pledge of such additional Common Units and/or Common Stock and/or other collateral, all Pledged Interests and other Collateral pledged under this Pledge and Security Agreement and then constituting a part than Government Debt) which exceeds 10% of the Collateral shall have a fair market value Adjusted Fair Market Value of all Eligible Collateral, (valuing Pledged Interests at Market Valueiv) equal to or greater than the Pledge Amount. Such additional Common Units and/or Common Stock shall constitute Pledged Interests and, together with any other collateral pledged hereunder, shall be deemed to be part portion of the Eligible Collateral hereunderthat is rated ▇-/▇▇, ▇▇▇+/▇▇▇▇ or BBB/Baa2 and exceeds 20% of the Adjusted Fair Market Value of all Eligible Collateral, and (v) without duplication of any amount excluded pursuant to clause (iv), the portion of the Eligible Collateral that is rated BBB+/Baa1 or BBB/Baa2 and exceeds 10% of the Adjusted Fair Market Value of all Eligible Collateral.
(b) So long as this Pledge and Security Agreement remains in full force and effectIf at any time the Outstanding Amount shall exceed (the amount of such excess, and subject to subparagraph (dthe “Collateral Shortfall”) below, if as of the first Business Day of any calendar quarter beginning April 1, 1995, Pledgee shall determine, after receipt of the calculation of Market Value provided for in subparagraph (c) below, that the aggregate of the Market Value of the Pledged Interests and the fair market value of any other Collateral theretofore pledged by Pledgor under this Section 4.16 and then constituting a part of the Collateral hereunder, is more than 110% of the Pledge Amount, then Pledgee shall promptly release and deliver to Pledgor Common Units and/or Common Stock and/or other Collateral (as Pledgee shall determine in its sole discretion), such that, after giving effect to such release and delivery, the aggregate of the Market Value of the remaining Pledged Interests and the fair market value of any other Collateral theretofore pledged by Pledgor under this Pledge and Security Agreement and then constituting a part of the Collateral hereunder, shall be as close as possible to, but in no event less than, 110% of the Pledge Amount.
(c) Within (i) forty-five (45) days, so long as the adjustment contemplated by subparagraph (d) below is applicable, and (ii) within five (5) for three consecutive Business Days, if such adjustment contemplated by subparagraph (d) below is no longer applicable, after the first an Event of Default shall occur unless within three Business Day of each calendar quarter beginning April 1, 1995, and at such other times as the Pledgee may request, Pledgor shall deliver to Pledgee a calculation, made in good faith and certified as such by the Chief Financial Officer of General Partner, or another officer of General Partner reasonably acceptable to Pledgee, Days of the Market Value of the Pledged Interests (including the adjustment contemplated by subparagraph (d) below, if applicable) and the fair market value of any other collateral pledged by Pledgor under this Section 4.16 and then constituting part of date the Collateral hereunder, calculated Shortfall occurred no Collateral Shortfall exists as of the first Business Day of the applicable calendar quarter in accordance with the provisions of this Pledge and Security Agreement.
(d) Notwithstanding anything in this Pledge and Security Agreement to the contrary, until the earlier a result of (i) a change in the Preferential Distribution Lapse DateCollateral Value due to market fluctuations, or (ii) as to any Common Unit then constituting Pledged Interests, a deposit of additional securities in the Exchange of such Common Unit to Common Stock, at which time the definition of "Market Value" in Article I of this Pledge and Security Agreement shall control, the Market Value Collateral Account and/or (iii) prepayment of the Pledged Interests Outstanding Amount. Any prepayment made pursuant to this Section 6.14(b) shall be deemed to made without premium or penalty provided any prepayment of a Eurodollar Rate Loan shall be (A) accompanied by all accrued interest on the amount determined prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with the definition of "Market Value" in Article I of this Pledge and Security Agreement, minus (B) an amount equal to such "Market Value" (determined in accordance with Article (I) multiplied by the Discount, but in no event shall the result their respective Applicable Percentages. Amounts so prepaid may not be less than zeroreborrowed.
Appears in 1 contract
Collateral Value. (a) So long as this Pledge and Security Agreement remains in full force and effect, and subject to subparagraph (d) below, if as of the first Business Day of any calendar quarter beginning April 1, 1995, Pledgee The Borrowers shall determine, after receipt of the calculation of Market Value provided for in subparagraph (c) below, that the aggregate Market Value of the Pledged Interests and cause the fair market value of any the Vessels (and other vessels of Guarantor Subsidiaries included within the Collateral theretofore pledged by Pledgor under, this Section 4.16 and then constituting a part in accordance with subsection 3.01(g) hereof) at all times to be greater than or equal to two hundred (200%) percent of the Collateral hereunderBorrowing Base from time to time in effect. If from time to time, is less than 90% of in order for Borrowers to comply with the Pledge Amountpreceding sentence, additional vessels are required to be mortgaged to the Agent, then Pledgor (i) the Agent shall promptly pledge be entitled to choose in its sole and deliver absolute discretion which additional vessel or vessels, not otherwise subject to Pledgee additional unencumbered Common Units and/or unencumbered Common Stock (including certificates and transfer instruments relating thereto), and/or other collateral acceptable to Pledgee, such that, after giving effect to the pledge of such additional Common Units and/or Common Stock and/or other collateral, all Pledged Interests and other Collateral pledged under this Pledge and Security Agreement and then constituting a part of the Collateral shall have a fair market value (valuing Pledged Interests at Market Value) equal to or greater than the Pledge Amount. Such additional Common Units and/or Common Stock shall constitute Pledged Interests and, together with any other collateral pledged hereunderPermitted Lien, shall be deemed to so mortgaged so that Borrowers with be part of in compliance with the Collateral hereunder.
(b) So long as this Pledge and Security Agreement remains in full force and effect, and subject to subparagraph (d) below, if as of the first Business Day of any calendar quarter beginning April 1, 1995, Pledgee shall determine, after receipt of the calculation of Market Value provided for in subparagraph (c) below, that the aggregate of the Market Value of the Pledged Interests and the fair market value of any other Collateral theretofore pledged by Pledgor under this Section 4.16 and then constituting a part of the Collateral hereunder, is more than 110% of the Pledge Amount, then Pledgee shall promptly release and deliver to Pledgor Common Units and/or Common Stock and/or other Collateral (as Pledgee shall determine in its sole discretion), such that, after giving effect to such release and delivery, the aggregate of the Market Value of the remaining Pledged Interests and the fair market value of any other Collateral theretofore pledged by Pledgor under this Pledge and Security Agreement and then constituting a part of the Collateral hereunder, shall be as close as possible to, but in no event less than, 110% of the Pledge Amount.
(c) Within (i) forty-five (45) days, so long as the adjustment contemplated by subparagraph (d) below is applicablepreceding sentence, and (ii) within five the applicable Borrower(s) or Guarantor Subsidiary(ies) owning such vessel(s) shall promptly supplement and amend the applicable Collateral Documents, or enter into Collateral Documents, pursuant to documentation in form and substance satisfactory to the Agent, so as to grant to the Agent, for the ratable benefit of the Banks, first preferred ship mortgage liens thereon and first priority security interests in all related assets (5see, subsections 3.01(a) Business Days- (d)), and in connection therewith Borrowers shall provide to the Agent evidence of insurance required under the Loan Documents and applicable Certificates of Documentation as to the vessels and vessel abstracts thereon showing the HOS Mortgage or the LM Mortgage (or other first preferred ship mortgage, if such adjustment contemplated by subparagraph (d) below is no longer applicablea Guarantor Subsidiary), after the first Business Day of each calendar quarter beginning April 1, 1995, and at such other times as the Pledgee case may requestbe, Pledgor shall deliver to Pledgee a calculation, made in good faith and certified as such by the Chief Financial Officer of General Partner, or another officer of General Partner reasonably acceptable to Pledgee, of only recorded Lien thereon. If the Market Value of the Pledged Interests (including the adjustment contemplated by subparagraph (d) below, if applicable) and the fair market value of any the Vessels (and other collateral pledged by Pledgor under this Section 4.16 and then constituting part vessels granted as Collateral) is greater than two hundred (200%) percent of the Borrowing Base, Borrowers shall not be entitled to the release of any Collateral hereunder, calculated as without the written consent of all Banks. Borrowers shall not substitute vessels (and related assets) for existing Vessels that are Collateral without the written consent of the first Business Day of the applicable calendar quarter in accordance with the provisions of this Pledge and Security AgreementRequired Banks.
(d) Notwithstanding anything in this Pledge and Security Agreement to the contrary, until the earlier of (i) the Preferential Distribution Lapse Date, or (ii) as to any Common Unit then constituting Pledged Interests, the Exchange of such Common Unit to Common Stock, at which time the definition of "Market Value" in Article I of this Pledge and Security Agreement shall control, the Market Value of the Pledged Interests shall be deemed to be (A) the amount determined in accordance with the definition of "Market Value" in Article I of this Pledge and Security Agreement, minus (B) an amount equal to such "Market Value" (determined in accordance with Article (I) multiplied by the Discount, but in no event shall the result be less than zero.
Appears in 1 contract
Sources: Credit Agreement (Hornbeck Leevac Marine Services Inc)
Collateral Value. (a) So long as this Pledge and Security Agreement remains in full force and effect, and subject to subparagraph (d) below, if as of the first Business Day of any calendar quarter beginning April 1, 1995, Pledgee shall determine, after receipt of the calculation of Market Value provided for in subparagraph (c) below, that the aggregate Market Value of the Pledged Interests and the fair market value of any other Collateral theretofore pledged by Pledgor under, under this Section 4.16 and then constituting a part of the Collateral hereunder, is less than 90% of the Pledge Amount, then Pledgor shall promptly pledge and deliver to Pledgee additional unencumbered Common Units and/or unencumbered Common Stock (including certificates and transfer instruments relating thereto), and/or other collateral acceptable to Pledgee, such that, after giving effect to the pledge of such additional Common Units and/or Common Stock and/or other collateral, all Pledged Interests and other Collateral pledged under this Pledge and Security Agreement and then constituting a part of the Collateral shall have a fair market value (valuing Pledged Interests at Market Value) equal to or greater than the Pledge Amount. Such additional Common Units and/or Common Stock shall constitute Pledged Interests and, together with any other collateral pledged hereunder, shall be deemed to be part of the Collateral hereunder.
(b) So long as this Pledge and Security Agreement remains in full force and effect, and subject to subparagraph (d) below, if as of the first Business Day of any calendar quarter beginning April 1, 1995, Pledgee shall determine, after receipt of the calculation of Market Value provided for in subparagraph (c) below, that the aggregate of the Market Value of the Pledged Interests and the fair market value of any other Collateral theretofore pledged by Pledgor under this Section 4.16 and then constituting a part of the Collateral hereunder, is more than 110% of the Pledge Amount, then Pledgee shall promptly release and deliver to Pledgor Common Units and/or Common Stock and/or other Collateral (as Pledgee shall determine in its sole discretion), such that, after giving effect to such release and delivery, the aggregate of the Market Value of the remaining Pledged Interests and the fair market value of any other Collateral theretofore pledged by Pledgor under this Pledge and Security Agreement and then constituting a part of the Collateral hereunder, shall be as close as possible to, but in no event less than, 110% of the Pledge Amount.
(c) Within (i) forty-five (45) days, so long as the adjustment contemplated by subparagraph (d) below is applicable, and (ii) within five (5) Business Days, if such adjustment contemplated by subparagraph (d) below is no longer applicable, after the first Business Day of each calendar quarter beginning April 1, 1995, and at such other times as the Pledgee may request, Pledgor shall deliver to Pledgee a calculation, made in good faith based on publicly reported financial results of operations for General Partner and certified as such by the Chief Financial Officer of General Partner, or another officer of General Partner reasonably acceptable to Pledgee, of the Market Value of the Pledged Interests (including the adjustment contemplated by subparagraph (d) below, if applicable) and the fair market value (determined on a reasonable basis acceptable to Pledgee) of any other collateral pledged by Pledgor under this Section 4.16 and then constituting part of the Collateral hereunder, calculated as of the first Business Day of the applicable calendar quarter in accordance with the provisions of this Pledge and Security Agreement.
(d) Notwithstanding anything in this Pledge and Security Agreement to the contrary, until the earlier of (i) the Preferential Distribution Lapse Date, or (ii) as to any Common Unit then constituting Pledged Interests, the Exchange of such Common Unit to Common Stock, at which time the definition of "Market Value" in Article I of this Pledge and Security Agreement shall control, the Market Value of the Pledged Interests shall be deemed to be (A) the amount determined in accordance with the definition of "Market Value" in Article I of this Pledge and Security Agreement, minus (B) an amount equal to such "Market Value" (determined in accordance with Article (I) multiplied by the Discount, but in no event shall the result be less than zero.
Appears in 1 contract