Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Administrative Agent and the other Secured Parties that, from and after the date of this Agreement until the Loans, any Reimbursement Obligations, and all other Obligations then due and owing shall have been paid in full, no Letter of Credit shall be outstanding and the Commitments shall have terminated: 5.3.1 If such Pledgor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations (provided that in no event shall there be pledged, nor shall any Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock of any Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any Issuer or Maker (except any liquidation or dissolution of any Subsidiary of the Borrower in accordance with the Senior Secured Credit Agreement) shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Pledgor, as additional collateral security for the Obligations. 5.3.2 Without the prior written consent of the Administrative Agent, such Pledgor will not (except pursuant to a transaction permitted by the Senior Secured Credit Agreement)
Appears in 1 contract
Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Administrative Agent and the other Secured Parties that, from and after the date of this Agreement until the Loans, any Reimbursement Obligations, and all other Obligations then due and owing shall have been paid in full, no Letter of Credit shall be outstanding and the Commitments shall have terminated:
5.3.1 If such Pledgor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in 17 17 exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations (provided that in no event shall there be pledged, nor shall any Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock of any Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any Issuer or Maker (except any liquidation or dissolution of any Subsidiary of the Borrower in accordance with the Senior Secured Credit Agreement) shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or If any property shall be distributed upon or with respect to the Pledged Stock pursuant to the liquidation or dissolution of, or the recapitalization or reclassification of the capital of of, any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities Stock shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds property of such Pledgor, as additional collateral security for the Obligations.
5.3.2 Without the prior written consent of the Administrative Agent, such Pledgor will not (except pursuant to a transaction permitted by the Senior Secured Credit Agreement)
(i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Stock or Proceeds thereof or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Pledged Stock or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or Liens arising by operation of law.
5.3.3 Such Pledgor shall maintain the security interest created by this Agreement in such Pledgor's Pledged Collateral as a perfected security interest having at least the priority described in Section 4.3.4 and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Pledgor, such Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Pledgor.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Global Decisions Group LLC)
Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Administrative Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier to occur of (i) the Loans, any Reimbursement Obligations, and all other Obligations then due and owing shall have been paid in fullfull in cash, no Letter of Credit (except for Letters of Credit that have been cash collateralized in a manner satisfactory to the Issuing Lender) shall be outstanding and the Commitments shall have terminated, or (ii) as to any Pledgor the date upon which all the Capital Stock of such Pledgor shall have been sold or otherwise disposed of in accordance with the terms of the Credit Agreement:
5.3.1 If such Pledgor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Pledgor shall shall, except as otherwise permitted by subsection 8.9(m) of the Credit Agreement, accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations (provided that in no event shall there be pledged, nor shall any Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock of any Foreign Subsidiary or any Foreign Subsidiary Holdco pursuant to this Agreement, in each case, to the extent that the Parent Borrower’s Obligations are secured by such pledge). Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any Issuer or Maker (except any liquidation or dissolution of any Subsidiary of the a Borrower in accordance with the Senior Secured Credit Agreement) shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock Securities or any property shall be distributed upon or with respect to the Pledged Stock Securities pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Pledgor, as additional collateral security for the Obligations.
5.3.2 Without the prior written consent of the Administrative Agent, such Pledgor will not (except pursuant to a transaction the Credit Agreement, or as permitted by the Senior Secured Credit Agreement)
(i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof, (iii) create, incur or permit to exist any Lien or option in favor of, or any material adverse claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or Liens arising by operation of law or (iv) enter into any agreement or undertaking restricting the right or ability of such Pledgor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof.
5.3.3 Such Pledgor shall maintain the security interest created by this Agreement in such Pledgor’s Pledged Collateral as a perfected security interest having at least the priority described in Section 4.3.5 and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Pledgor, such Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Pledgor.
Appears in 1 contract
Covenants of Each Pledgor. Each Pledgor will at all times comply with the covenants and agrees with the Administrative Agent and the other Secured Parties that, agreements contained in this Section 7 from and after the date hereof and for so long as any part of the Secured Obligations is outstanding:
(a) Perform each and every covenant in the Transaction Documents applicable to such Pledgor;
(b) At all times keep at least one complete and accurate set of its records concerning all of the Pledged Collateral (including Proceeds) at its Chief Executive Office as set forth in Schedule B hereto, and not change the location of its Chief Executive Office or such records without giving the Collateral Agent at least thirty (30) days prior written notice thereof;
(c) To the extent it may lawfully do so, use its best efforts to prevent the Issuers from issuing Future Rights or Proceeds, except for cash dividends and other distributions, if any, that are not prohibited by the terms of the Transaction Documents to be paid by any Issuer to such Pledgor;
(d) Upon receipt by such Pledgor of any material notice, report, or other communication from any of the Issuers or any Holder relating to all or any part of the Pledged Collateral, deliver such notice, report or other communication to the Collateral Agent promptly, but in no event later than five (5) business days following the receipt thereof by such Pledgor;
(e) To the extent it may lawfully do so, not permit any of the Issuers to: (i) authorize the amendment of or amend the Constituent Documents of such Issuer that is a general partnership, limited partnership or limited liability company to provide that the Stock of such Issuer is governed by Article 8 of the Code, or (ii) authorize the issuance of or issue certificates evidencing the Stock of such Issuer that is a general partnership, limited partnership or limited liability company; unless in each case the certificates to be so issued representing securities governed by Article 8 of the Code are pledged and delivered to the Collateral Agent pursuant to the terms of this Agreement until the Loans, any Reimbursement Obligations, and all other Obligations then due and owing shall have been paid in full, no Letter of Credit shall be outstanding and the Commitments shall have terminated:
5.3.1 If such Pledgor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations (provided that in no event shall there be pledged, nor shall any Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock of any Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any Issuer or Maker (except any liquidation or dissolution of any Subsidiary of the Borrower in accordance with the Senior Secured Credit Agreement) shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Pledgor, as additional collateral security for the Obligations.
5.3.2 Without the prior written consent of the Administrative Agent, such Pledgor will not (except pursuant to a transaction permitted by the Senior Secured Credit Agreement)Indenture, and
(f) The Pledged Collateral that are “certificated securities” (as such term is defined under the Code) shall at all times be in the possession of Xxxxx Fargo Bank, National Association in the State of Nevada.
Appears in 1 contract
Samples: Stock Pledge Agreement (GNLV Corp)
Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Administrative Agent and the other Secured Parties Creditors that, from and after the date of this Agreement Agreement, until the Loans, any Reimbursement Obligationsall LC Exposure, and all other Secured Obligations then due and owing shall have been paid in full, no Letter all Letters of Credit shall be outstanding have expired, been cancelled or cash collateralized in accordance with Section 2.22(g) of the Credit Agreement and the Commitments (including, without limitation, the LC Commitment) shall have terminated:
5.3.1 : If such Pledgor shall shall, as a result of its ownership of its Pledged Equity Interests, become entitled to receive or shall receive any stock certificate Certificated Security (including, without limitation, any certificate Certificated Security representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock Pledged Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares ownership interests of the Pledged StockEquity Interests, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Administrative Agent and the other Secured PartiesAgent, hold the same in trust for the Administrative Agent and promptly deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed endorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock transfer power covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteedGrantor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations (subject to Section 3 and provided that that, pursuant to this Agreement, in no event shall there be pledged, nor shall any Pledgor be required to pledge, more than sixty-five percent (65% of any series %) of the outstanding voting power of all classes of Capital Stock of (a) any Limited Subsidiary or (b) Xxxxxxx International Holdings, LLC (for so long as it is, and continues to be, a disregarded entity for federal income tax purposes and holds more than sixty-five percent (65%) of the voting power of all classes of Capital Stock of any Foreign Subsidiary pursuant Limited Subsidiary, including Mandara Spa de Mexico, S. de X.X. de C.V. and Spa Servicios Administrativos, S. de X.X. de C.V.) entitled to this Agreement)vote. Any sums paid upon or in respect of the Pledged Securities Equity Interests upon the liquidation or dissolution of any Issuer or Maker (except any liquidation or dissolution of any Subsidiary of the Borrower Loan Party in accordance with the Senior Secured Credit Agreement) shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations, and in case any distribution of capital (other than any distribution permitted by the Credit Agreement) shall be made on or in respect of the Pledged Stock Equity Interests or any property shall be distributed (other than any distribution permitted by the Credit Agreement) upon or with respect to the Pledged Stock Equity Interests pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities Equity Interests shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for Administrative Agent for the benefit of the Secured PartiesCreditors, segregated from other funds of such Pledgor, as additional collateral security for the Secured Obligations.
5.3.2 . Without the prior written consent of the Administrative Agent, such Pledgor will not (except pursuant to a transaction as expressly permitted by the Senior Secured Credit Agreement) (A) amend or terminate any partnership agreement, limited partnership agreement, limited liability company agreement, operating agreement, limited liability partnership agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Property or adversely affects the validity, perfection or priority of the Security Interests, (B) vote to enable, or take any other action to permit, any Issuer to issue Capital Stock of any nature or to issue any other securities convertible into, or granting the right to purchase or exchange for, any Capital Stock of any nature of any Issuer, (C) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Collateral or Proceeds thereof, or (D) create, incur or permit to exist any Lien or option in favor of, or any material adverse claim of any Person with respect to, any of the Pledged Collateral or Proceeds thereof, or any interest therein, except for the Security Interests, Liens permitted by Section 7.2 of the Credit Agreement or Liens arising by operation of law. Such Pledgor shall comply with all of its obligations under any partnership agreement, limited partnership agreement, limited liability partnership agreement, limited liability company agreement or operating agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Property. Such Pledgor shall deliver to the Administrative Agent, all certificates and Instruments representing or evidencing any Pledged Collateral (including, within five (5) Business Days of receipt thereof, Additional Pledged Collateral, but excluding any Instrument or Chattel Paper that is excluded pursuant to Section 3 above), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Pledgor's endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent. After the occurrence and during the continuation of an Event of Default, the Administrative Agent shall have the right, at any time, in its discretion and without notice to any Pledgor, (A) to transfer to or to register in its name or in the name of its nominees any Pledged Collateral and (B) to exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of smaller or larger denominations. Except as expressly permitted by the Credit Agreement, such Grantor shall not grant "control" (within the meaning of such term under Article 9-106 of the UCC) over any Investment Property to any Person other than the Administrative Agent. If any amount in excess of $50,000 payable under or in connection with any Collateral owned by such Pledgor shall be or become evidenced by an Instrument, such Pledgor shall promptly deliver such Instrument to the Administrative Agent, duly executed in a manner reasonably satisfactory to the Administrative Agent, or, if consented to by the Administrative Agent, shall xxxx all such Instruments with the following legend: "This writing and the obligations evidenced or secured hereby are subject to the security interest of SunTrust Bank, as Administrative Agent, and any purchase or other transfer of this interest is a violation of the rights of SunTrust Bank, as Administrative Agent." Pledgor shall maintain the Security Interest in such Pledgor's Pledged Collateral as a perfected security interest having at least the priority described in Section 3 and shall defend such Security Interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Pledgor, such Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Pledgor. Pledgor consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Administrative Agent or its nominee after the occurrence and during the continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto. Pledgor shall notify the Administrative Agent of any default under any Pledged Debt Instruments that could result in, either individually or in the aggregate, a Material Adverse Effect. Pledgor shall cause each Issuer of Pledged Equity Interests constituting uncertificated securities to execute and deliver to the Administrative Agent an Uncertificated Securities Control Agreement.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Steiner Leisure LTD)
Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Administrative Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier to occur of (i) the Loans, any Reimbursement Obligations, and all other Obligations then due and owing shall have been paid in full, no Letter of Credit shall be outstanding and the Commitments shall have terminatedterminated or (ii) as to any Pledgor, all the Capital Stock of such Pledgor shall have been sold or otherwise disposed of as permitted under the terms of the Credit Agreement:
5.3.1 If such Pledgor shall shall, as a result of its ownership of its Pledged Securities, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteedGrantor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations (subject to Section 3.3 and provided that in no event shall there be pledged, nor shall any Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock of any Foreign Subsidiary Holdco or other Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any Issuer or Maker maker (except any liquidation or dissolution of any Subsidiary of the Primary Borrower in accordance with the Senior Secured Credit Agreement) shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Pledgor, as additional collateral security for the Obligations.
5.3.2 Without the prior written consent of the Administrative Agent, such Pledgor will not (except pursuant to a transaction as permitted by the Senior Secured Credit Agreement)
(i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof or (iii) create, incur or permit to exist any Lien or option in favor of, or any material adverse claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or Liens arising by operation of law.
5.3.3 Such Pledgor shall maintain the security interest created by this Agreement in such Pledgor's Pledged Collateral as a perfected security interest having at least the priority described in Section 4.3.4 and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Pledgor, such Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Pledgor.
Appears in 1 contract
Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Administrative Agent Co-Agents and the other Secured Parties that, from and after the date of this Agreement until the Loans, any Reimbursement Obligations, Senior Secured Notes and all other Secured Obligations then due and owing shall have been beep paid in full, no Letter of Credit shall be outstanding and the Commitments shall have terminated:
5.3.1 (a) If such Pledgor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Administrative Agent Co-Agents and the other Secured Parties, hold the same in trust for the Administrative Agent Co-Agents and deliver the same forthwith to the Administrative Agent Agent, as agent for the Secured Parties pursuant to the terms of the Intercreditor Agreement, or the Co-Agents, in the exact form received, duly indorsed by such Pledgor to the Administrative AgentAgent or the Co- Agents, as the case may be, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor Pledgor and with, if the Administrative Agent or the Co-Agents, as the case may be, so requests, signature guaranteed, to be held by the Administrative AgentAgent or the Co-Agents, as the case may be, subject to the terms hereofhereof (and of the Intercreditor Agreement, as applicable), as additional collateral security for the Obligations (Secured Obligations; provided that in no event shall there be pledged, nor shall any Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock of any Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any Issuer or Maker (except any liquidation or dissolution of any Subsidiary of the Borrower Company in accordance with the Senior Secured Credit Amended and Restated Note Purchase Agreement) shall be paid over to the Administrative Agent or the Co-Agents, as the case may be, to be held by it hereunder as additional collateral security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative AgentCo-Agents, be delivered to the Administrative Agent or the Co-Agents, as the case may be, to be held by it thereby hereunder as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Pledgor, such Pledgor shall, until such money or property is so paid or delivered to the Administrative Agentso delivered, hold such money or property in trust for the Secured Parties, segregated from other funds of such Pledgor, as additional collateral security for the Secured Obligations.
5.3.2 (b) Without the prior written consent of the Administrative AgentAgent or the Co-Agents, as the case may be, such Pledgor will not (except pursuant to a transaction permitted by the Senior Secured Credit Amended and Restated Note Purchase Agreement)
(i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except in connection with any Asset Sale permitted under the Amended and Restated Note Purchase Agreement) or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by the Senior Credit Documents or this Agreement or Liens arising by operation of Law.
(c) Such Pledgor shall maintain the security interest created by this Agreement in such Pledgor's Pledged Collateral as a perfected security interest having at least the priority described in Section 4.10(d) hereof and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Co-Agents, and at the sole expense of such Pledgor, subject to the terms of the Intercreditor Agreement, such Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Co-Agents may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Pledgor.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Telex Communications Inc)
Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Administrative Agent and the other Secured Parties that, from and after the date of this Agreement until the Loans, any Reimbursement Obligations, and all other Obligations then due and owing shall have been paid in full, no Letter of Credit shall be outstanding and the Commitments shall have terminated:
5.3.1 (a) If such Pledgor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations (provided that in no event shall there be pledged, nor shall any Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock of any Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any Issuer or Maker (except any liquidation or dissolution of any Subsidiary of the Borrower in accordance with the Senior Secured Credit Agreement) shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the 162 recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Pledgor, as additional collateral security for the Obligations.
5.3.2 (b) Without the prior written consent of the Administrative Agent, such Pledgor will not (except pursuant to a transaction permitted by the Senior Secured Credit Agreement)
(i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or Liens arising by operation of law.
(c) Such Pledgor shall maintain the security interest created by this Agreement in such Pledgor's Pledged Collateral as a perfected security interest having at least the priority described in Section 4.3.4 and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Pledgor, such Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Pledgor.
Appears in 1 contract
Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Administrative Agent and the other Secured Parties that, from and after the date of this Agreement until the Loans, any Reimbursement Obligations, and all other Obligations then due and owing shall have been paid in full, no Letter of Credit shall be outstanding and the Commitments shall have terminated:
5.3.1 If such Pledgor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations (provided that in no event shall there be pledged, nor shall any Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock of any Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any Issuer or Maker (except any liquidation or dissolution of any Subsidiary of the Borrower in accordance with the Senior Secured Credit Agreement) shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the 27 22 Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Pledgor, as additional collateral security for the Obligations.
5.3.2 Without the prior written consent of the Administrative Agent, such Pledgor will not (except pursuant to a transaction permitted by the Senior Secured Credit Agreement)
(i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or Liens arising by operation of law.
5.3.3 Such Pledgor shall maintain the security interest created by this Agreement in such Pledgor's Pledged Collateral as a perfected security interest having at least the priority described in Section 4.3.4 and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Pledgor, such Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Pledgor.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Ev International Inc)
Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Administrative Agent and the other Secured Parties that, from and after the date of this Agreement until the Loans, any Reimbursement Obligations, and all other Obligations then due and owing shall have been paid in full, no Letter of Credit shall be outstanding and the Commitments shall have terminated:
5.3.1 If such Pledgor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations (provided that in no event shall there be pledged, nor shall any Pledgor be required to pledge, Capital Stock having more than 65% of any the aggregate voting power of all series of the outstanding Capital Stock of any Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any Issuer or Maker (except any liquidation or dissolution of any Subsidiary of the Borrower in accordance with the Senior Secured Credit Agreement) shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property 22 in trust for the Secured Parties, segregated from other funds of such Pledgor, as additional collateral security for the Obligations.
5.3.2 Without the prior written consent of the Administrative Agent, such Pledgor will not (except pursuant to a transaction permitted by the Senior Secured Credit Agreement)
(i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or Liens arising by operation of law.
5.3.3 Such Pledgor shall maintain the security interest created by this Agreement in such Pledgor's Pledged Collateral as a perfected security interest having at least the priority described in Section 4.3.4 and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Pledgor, such Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Pledgor.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Day International Group Inc)
Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Administrative Agent Co-Agents and the other Secured Parties that, from and after the date of this Agreement until the Loans, any Reimbursement Obligations, Senior Secured Notes and all other Secured Obligations then due and owing shall have been beep paid in full, no Letter of Credit shall be outstanding and the Commitments shall have terminated:
5.3.1 (a) If such Pledgor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock of any Issuer, whether in m addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Administrative Agent Co-Agents and the other Secured Parties, hold the same in trust for the Administrative Agent Co-Agents and deliver the same forthwith to the Administrative Agent Agent, as agent for the Secured Parties pursuant to the terms of the Intercreditor Agreement, or the Co-Agents, in the exact form received, duly indorsed by such Pledgor to the Administrative AgentAgent or the Co-Agents, as the case may be, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent or the Co-Agents, as the case may be, so requests, signature guaranteed, to be held by the Administrative AgentAgent or the Co-Agents, as the case may be, subject to the terms hereofhereof (and of the Intercreditor Agreement, as applicable), as additional collateral security for the Obligations (Secured Obligations; provided that in no event shall there be pledged, nor shall any Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock of any Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any Issuer or Maker (except any liquidation or dissolution of any Subsidiary of the Borrower Company in accordance with the Senior Secured Credit Note Purchase Agreement) shall be paid over to the Administrative Agent or the Co-Agents, as the case may be, to be held by it hereunder as additional collateral security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative AgentCo-Agents, be delivered to the Administrative Agent or the Co-Agents, as the case may be, to be held by it thereby hereunder as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Pledgor, such Pledgor shall, until such money or property is so paid or delivered to the Administrative Agentso delivered, hold such money or property in trust for the Secured Parties, segregated from other funds of such Pledgor, as is additional collateral security for the Secured Obligations.
5.3.2 (b) Without the prior written consent of the Administrative AgentAgent or the Co-Agents, as the case may be, such Pledgor will not (except pursuant to a transaction permitted by the Senior Secured Credit Note Purchase Agreement)
(i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Telex Communications Inc)
Covenants of Each Pledgor. Each Pledgor covenants and agrees with each ------------------------- of the Administrative Agent and the other Secured Parties that, from and after the date of this Agreement until the Loans, any Reimbursement Obligations, earlier to occur of (i) the Notes and all other Obligations then due and owing shall have been paid in full, no Letter or (ii) as to any Pledgor that is a Subsidiary of Credit shall be outstanding and the Commitments Company, all the Capital Stock of such Pledgor shall have terminated:been sold or otherwise disposed of (other than to a Controlled Affiliate of the Company) as permitted under the terms of the Investment Agreement (and provided that such sale or other disposition complies with the terms of the Intercreditor Agreement, including but not limited to Section 7 thereof):
5.3.1 If such Pledgor shall become shall, as a result of its ownership of its Pledged Securities, becomes entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent Secured Parties and deliver the same forthwith to the Administrative Agent Secured Parties in the exact form received, duly indorsed by such Pledgor to such Secured Party or nominee of the Administrative AgentSecured Parties as any Secured Party may direct, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteedGrantor, to be held by the Administrative AgentSecured Parties, subject to the terms hereof, as additional collateral security for the Obligations (subject to Section 3.3) and provided -------- that:
(a) No such delivery to the Secured Parties shall be required to the extent such certificate, option or similar rights are required to be delivered to the Administrative Agent in accordance with the Credit Agreement Security Agreement, it being understood that (x) the Administrative Agent is acting as bailee for the Secured Parties pursuant to the Intercreditor Agreement and (y) such delivery of such certificate, option or similar right to the Administrative Agent shall not impair the security interest created therein hereunder or any of the rights or remedies of any Secured Party in respect thereof or hereof, and
(b) In no event shall there be pledged, nor shall any Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock of any Foreign Subsidiary Holdco or other Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any Issuer or Maker maker (except any liquidation or dissolution of any Subsidiary of the Borrower Company in accordance with the Senior Secured Credit Investment Agreement) shall be paid over to the Administrative Agent Secured Parties to be held by it them hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative AgentSecured Parties, be delivered to the Administrative Agent Secured Parties to be held by it them hereunder as additional collateral security for the Obligations; provided that no such paying over or -------- delivery shall be required to the extent such sums or property are required to be paid over or delivered to the Administrative Agent in accordance with the Credit Agreement Security Agreement, it being understood that (x) the Administrative Agent is acting as bailee for the Secured Parties pursuant to the Intercreditor Agreement and (y) such paying over of such sums or delivery of such property to the Administrative Agent as a result of compliance with the Credit Agreement Security Agreement shall not impair the security interest created therein hereunder or any of the rights or remedies of any Secured Party in respect thereof or hereof. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Secured Parties (or, if required pursuant to the terms of the Credit Agreement Security Agreement, the Administrative Agent), hold such money or property in trust for the Secured Parties, segregated from other funds of such Pledgor, as additional collateral security for the Obligations.
5.3.2 Without the prior written consent of the Administrative AgentSecured Parties, such Pledgor will not (except pursuant to a transaction as permitted by the Senior Secured Credit Investment Agreement)
(i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof or (iii) create, incur or permit to exist any Lien or option in favor of, or any material adverse claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or the Credit Agreement Security Agreement or Liens arising by operation of law.
5.3.3 Such Pledgor shall maintain the security interest created by this Agreement in such Pledgor's Pledged Collateral as a perfected security interest having at least the priority described in Section 4.3.4 and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Secured Parties, and at the sole expense of such Pledgor, such Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as any Secured Party may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Pledgor. Such Pledgor shall not allow any Person (other than the Administrative Agent to the extent required under the Credit Documents) to obtain, or take any action or omit to take any action the result of which would be to allow any Person (other than the Administrative Agent to the extent required under the Credit Documents) to obtain, "possession" or "control" (each within the meaning of the UCC) of any Pledged Collateral.
Appears in 1 contract
Covenants of Each Pledgor. Each Pledgor covenants and agrees ------------------------- with the Administrative Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier to occur of (i) the Loans, any Reimbursement Obligations, and all other Obligations then due and owing shall have been paid in full, no Letter of Credit shall be outstanding and the Commitments shall have terminatedterminated or (ii) as to any Pledgor, all the Capital Stock of such Pledgor shall have been sold or otherwise disposed of as permitted under the terms of the Credit Agreement:
5.3.1 If such Pledgor shall shall, as a result of its ownership of its Pledged Securities, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteedGrantor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations (provided that in no event shall there be pledged, -------- nor shall any Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock of any Foreign Subsidiary Holdco or other Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any Issuer or Maker maker (except any liquidation or dissolution of any Subsidiary of the Borrower in accordance with the Senior Secured Credit Agreement) shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Pledgor, as additional collateral security for the Obligations.
5.3.2 Without the prior written consent of the Administrative Agent, such Pledgor will not (except pursuant to a transaction as permitted by the Senior Secured Credit Agreement)
(i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof or (iii) create, incur or permit to exist any Lien or option in favor of, or any material adverse claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or Liens arising by operation of law.
5.3.3 Such Pledgor shall maintain the security interest created by this Agreement in such Pledgor's Pledged Collateral as a perfected security interest having at least the priority described in Section 4.3.4 and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Pledgor, such Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Pledgor.
Appears in 1 contract
Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Administrative Agent and the other Secured Parties that, from and after the date of this Agreement until the Loans, any Reimbursement Obligations, and all other Obligations then due and owing shall have been paid in full, no Letter of Credit shall be outstanding and the Commitments shall have terminated:
5.3.1 If such Pledgor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange 20 26 for, any shares of the Pledged Stock, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations (provided that in no event shall there be pledged, nor shall any Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock of any Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any Issuer or Maker (except any liquidation or dissolution of any Subsidiary of the Borrower in accordance with the Senior Secured Credit Agreement) shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Pledgor, as additional collateral security for the Obligations.
5.3.2 Without the prior written consent of the Administrative Agent, such Pledgor will not (except pursuant to a transaction permitted by the Senior Secured Credit Agreement)
(i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or Liens arising by operation of law.
5.3.3 Such Pledgor shall maintain the security interest created by this Agreement in such Pledgor's Pledged Collateral as a perfected security interest having at least the priority described in Section 4.3.4 and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Pledgor, such Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Telex Communications Inc)
Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Administrative Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier to occur of (i) the Loans, any Reimbursement Obligations, and all other Obligations then due and owing shall have been paid in fullfull in cash, no Letter of Credit shall be outstanding and the Commitments shall have terminated, or (ii) as to any Pledgor the date upon which all the Capital Stock of such Pledgor shall have been sold or otherwise disposed of in accordance with the terms of the Credit Agreement:
5.3.1 If such Pledgor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Pledgor shall shall, except as otherwise permitted by subsection 8.9(m) of the Credit Agreement, accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations (provided that in no event shall there be pledged, nor shall any Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock of any Foreign Subsidiary or any Foreign Subsidiary Holdco pursuant to this Agreement, in each case, to the extent that the Parent Borrower's Obligations are secured by such pledge). Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any Issuer or Maker (except any liquidation or dissolution of any Subsidiary of the a Borrower in accordance with the Senior Secured Credit Agreement) shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock Securities or any property shall be distributed upon or with respect to the Pledged Stock Securities pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Pledgor, as additional collateral security for the Obligations.
5.3.2 Without the prior written consent of the Administrative Agent, such Pledgor will not (except pursuant to a transaction the Credit Agreement and the Indentures, or as permitted by the Senior Secured Credit Agreement)
(i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof, (iii) create, incur or permit to exist any Lien or option in favor of, or any material adverse claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or Liens arising by operation of law or (iv) enter into any agreement or undertaking restricting the right or ability of such Pledgor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof.
5.3.3 Such Pledgor shall maintain the security interest created by this Agreement in such Pledgor's Pledged Collateral as a perfected security interest having at least the priority described in Section 4.3.5 and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Pledgor, such Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Pledgor.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Relocation Management Systems Inc)
Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Administrative Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier to occur of the date upon which (i) the Loans, any Reimbursement Obligations, and all other Obligations then due and owing shall have been paid in fullfull in cash, no Letter of Credit shall be outstanding and the Commitments shall have terminated:terminated and (ii) all the Capital Stock of such Pledgor shall have been sold or otherwise disposed of in accordance with the terms of the Credit Agreement.
5.3.1 If such Pledgor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Pledgor shall shall, except as otherwise permitted by subsection 8.9(m) of the Credit Agreement, accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteedPledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations (provided that in no event shall there be pledged, nor shall any Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock of any Foreign Subsidiary or Foreign Subsidiary Holdco pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any Issuer or Maker (except any liquidation or dissolution of any Subsidiary of the Borrower in accordance with the Senior Secured Credit Agreement) shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock Securities or any property shall be distributed upon or with respect to the Pledged Stock Securities pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Pledgor, as additional collateral security for the Obligations.
5.3.2 Without the prior written consent of the Administrative Agent, such Pledgor will not (except pursuant to a transaction as permitted by the Senior Secured Credit Agreement)
(i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof, (iii) create, incur or permit to exist any Lien or option in favor of, or any material adverse claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or Liens arising by operation of law or (iv) enter into any agreement or undertaking restricting the right or ability of such Pledgor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof.
5.3.3 Such Pledgor shall maintain the security interest created by this Agreement in such Pledgor's Pledged Collateral as a perfected security interest having at least the priority described in Section 4.3.5 and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Pledgor, such Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Pledgor.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Us Office Products Co)
Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Administrative Agent and the other Secured Parties that, from and after the date of this Agreement until the Loans, any Reimbursement Obligations, and all other Obligations then due and owing shall have been paid in full, no Letter of Credit shall be outstanding and the Commitments shall have terminatedshall:
5.3.1 If (a) Perform each and every covenant in the Loan Documents applicable to such Pledgor shall become entitled to receive or shall receive any stock certificate Pledgor;
(including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction b) At all times keep at least one complete set of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares its records concerning substantially all of the Pledged StockCollateral at its Chief Executive Office as set forth in Schedule B hereto, and not change the location of its Chief Executive Office or otherwise in respect such records without giving Agent at least thirty (30) days prior written notice thereof;
(c) To the extent it may lawfully do so, such Pledgor shall accept use its best efforts to prevent the same as Issuers from issuing Future Rights or Proceeds, except for cash dividends and other distributions, if any, that are not prohibited by the agent terms of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and deliver the same forthwith Loan Agreement to the Administrative Agent in the exact form received, duly indorsed be paid by any Issuer to such Pledgor;
(d) Upon receipt by such Pledgor of any material notice, report, or other communication from any of the Issuers or any Holder relating to all or any part of the Pledged Collateral, deliver such notice, report or other communication to Agent promptly, but in no event later than five (5) business days following the receipt thereof by such Pledgor;
(e) To the extent it may lawfully do so, not permit any of the Issuers to: (i) authorize the amendment of or amend the Governing Documents of such Issuer that is a general partnership, limited partnership or limited liability company to provide that the Stock of such Issuer is governed by Article 8 of the Code, or (ii) authorize the issuance of or issue certificates evidencing the Stock of such Issuer that is a general partnership, limited partnership or limited liability company, unless in each case, the certificates to be so issued representing securities governed by Article 8 of the Code are pledged and delivered to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held as permitted by the Administrative Agent, subject Loan Agreement and pursuant to the terms hereof, as additional collateral security for the Obligations (provided that in no event shall there be pledged, nor shall any Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock of any Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or ; and
(f) The Pledged Collateral that is in respect certificated form shall at all times be in the possession of the Pledged Securities upon the liquidation or dissolution of any Issuer or Maker (except any liquidation or dissolution of any Subsidiary of the Borrower in accordance with the Senior Secured Credit Agreement) shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the ObligationsXxxxx Fargo Bank Nevada, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereofN.A., the property so distributed shall, unless otherwise subject to a perfected security interest Agent’s designee in favor the State of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Pledgor, as additional collateral security for the ObligationsNevada.
5.3.2 Without the prior written consent of the Administrative Agent, such Pledgor will not (except pursuant to a transaction permitted by the Senior Secured Credit Agreement)
Appears in 1 contract
Samples: Stock Pledge Agreement (GNLV Corp)
Covenants of Each Pledgor. Each Pledgor covenants and agrees with each of the Administrative Agent and the other Secured Parties that, from and after the date of this Agreement until the Loans, any Reimbursement Obligations, earlier to occur of (i) the Notes and all other Obligations then due and owing shall have been paid in full, no Letter or (ii) as to any Pledgor that is a Subsidiary of Credit shall be outstanding and the Commitments Company, all the Capital Stock of such Pledgor shall have terminated:been sold or otherwise disposed of (other than to a Controlled Affiliate of the Company) as permitted under the terms of the Investment Agreement (and provided that such sale or other disposition complies with the terms of the Intercreditor Agreement, including but not limited to Section 7 thereof):
5.3.1 If such Pledgor shall become shall, as a result of its ownership of its Pledged Securities, becomes entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent Secured Parties and deliver the same forthwith to the Administrative Agent Secured Parties in the exact form received, duly indorsed by such Pledgor to such Secured Party or nominee of the Administrative AgentSecured Parties as any Secured Party may direct, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteedGrantor, to be held by the Administrative AgentSecured Parties, subject to the terms hereof, as additional collateral security for the Obligations (subject to Section 3.3) and provided that:
(a) No such delivery to the Secured Parties shall be required to the extent such certificate, option or similar rights are required to be delivered to the Administrative Agent in accordance with the Credit Agreement Security Agreement or the Fund VI Secured Parties in accordance with the Fund VI Security Agreement, it being understood that (x) the Administrative Agent is acting as bailee for the Secured Parties pursuant to the Intercreditor Agreement or, as the case may be, the Fund VI Secured Parties are acting as bailee for the Secured Parties and (y) such delivery of such certificate, option or similar right to the Administrative Agent or, as the case may be, the Fund VI Secured Parties shall not impair the security interest created therein hereunder or any of the rights or remedies of any Secured Party in respect thereof or hereof, and
(b) In no event shall there be pledged, nor shall any Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock of any Foreign Subsidiary Holdco or other Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any Issuer or Maker maker (except any liquidation or dissolution of any Subsidiary of the Borrower Company in accordance with the Senior Secured Credit Investment Agreement) shall be paid over to the Administrative Agent Secured Parties to be held by it them hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative AgentSecured Parties, be delivered to the Administrative Agent Secured Parties to be held by it them hereunder as additional collateral security for the Obligations; provided that no such paying over or delivery shall be required to the extent such sums or property are required to be paid over or delivered to the Administrative Agent in accordance with the Credit Agreement Security Agreement or the Fund VI Secured Parties in accordance with the Fund VI Security Agreement, it being understood that (x) the Administrative Agent is acting as bailee for the Secured Parties pursuant to the Intercreditor Agreement or, as the case may be, the Fund VI Secured Parties are acting as bailee for the Secured Parties, (y) such paying over of such sums or delivery of such property to the Administrative Agent as a result of compliance with the Credit Agreement Security Agreement or, as the case may be, to the Fund VI Secured Parties as a result of compliance with the Fund VI Security Agreement shall not impair the security interest created therein hereunder or any of the rights or remedies of any Secured Party in respect thereof or hereof. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Secured Parties (or, if required pursuant to the terms of the Credit Agreement Security Agreement or the Fund VI Security Agreement, the Administrative AgentAgent or, as the case may be, the Fund VI Secured Parties), hold such money or property in trust for the Secured Parties, segregated from other funds of such Pledgor, as additional collateral security for the Obligations.
5.3.2 Without the prior written consent of the Administrative AgentSecured Parties, such Pledgor will not (except pursuant to a transaction as permitted by the Senior Secured Credit Investment Agreement)
(i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof or (iii) create, incur or permit to exist any Lien or option in favor of, or any material adverse claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement, the Fund VI Security Agreement or the Credit Agreement Security Agreement or Liens arising by operation of law.
5.3.3 Such Pledgor shall maintain the security interest created by this Agreement in such Pledgor's Pledged Collateral as a perfected security interest having at least the priority described in Section 4.3.4 and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Secured Parties, and at the sole expense of such Pledgor, such Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as any Secured Party may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Pledgor. Such Pledgor shall not allow any Person (other than the Administrative Agent to the extent required under the Credit Documents or the Fund VI Secured Parties to the extent required under the Fund VI Note Financing Documents) to obtain, or take any action or omit to take any action the result of which would be to allow any Person (other than the Administrative Agent to the extent required under the Credit Documents or the Fund VI Secured Parties to the extent required under the Fund VI Note Financing Documents) to obtain, "possession" or "control" (each within the meaning of the UCC) of any Pledged Collateral.
Appears in 1 contract
Covenants of Each Pledgor. 4.1 Each Pledgor hereby covenants and agrees with the Administrative Agent and the other Secured Parties that, from and after the date of this Agreement until the Loans, any Reimbursement Obligations, and all other Obligations then due and owing shall have been paid in full, no Letter of Credit shall be outstanding and the Commitments shall have terminatedas follows:
5.3.1 If such Pledgor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of a) Except as permitted under the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereofCredit Agreement, such Pledgor shall accept will not amend, terminate, rescind, supplement or otherwise modify the same as Organizational Documents, or waive any rights thereunder.
(b) Pledgors will take no action, and will cause the agent Pledged Entities to take no action, which would cause the exercise of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held remedies by the Administrative AgentCollateral Agent explicitly contemplated hereunder to violate, subject or to the terms hereofrequire that any filing, as additional collateral security for the Obligations (provided that in no event shall there registration or other act be pledged, nor shall any Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock of any Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any Issuer or Maker (except any liquidation or dissolution of any Subsidiary of the Borrower in accordance with the Senior Secured Credit Agreement) shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or taken with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of to, any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Pledgor, as additional collateral security for the ObligationsLaw.
5.3.2 (c) Without the prior written consent of the Administrative Collateral Agent, which consent may be granted or withheld in the Collateral Agent’s sole and absolute discretion, such Pledgor will not shall not, except as expressly provided herein or in the Credit Agreement (except pursuant or as otherwise approved by the Collateral Agent or the Lenders in accordance with the Credit Agreement), either directly or indirectly mortgage, sell, give to a transaction third party or otherwise dispose of, or hypothecate, pledge, create a security interest in or Lien upon, or otherwise encumber, give, or place in trust, any of the Pledged Interests, or any other Collateral owned by such Pledgor, until the Release Conditions have been satisfied in full (which undertaking, however, shall remain subject to the preferential payment provisions of Section 7.5(d) hereof).
(d) Except as permitted by the Senior Secured Credit Agreement), such Pledgor shall, at such Pledgor’s cost, maintain the portion of the Collateral owned by such Pledgor and shall defend, at such Pledgor’s cost, the Collateral Agent’s security interest in and to the Pledged Interests or any other Collateral as applicable, against all Persons and against all claims and demands whatsoever.
(e) Except as expressly provided in the Credit Agreement, without the prior written consent of the Collateral Agent, at no time shall any Pledgor cause or allow any Pledged Entity (nor, without limiting the foregoing, shall any Pledgor vote to enable, or take any other action to permit, such Pledged Entity) to:
(i) make any Distribution under any of the Organizational Documents or otherwise, or purchase or redeem or obligate itself to purchase or redeem any Pledged Interests in violation of this Agreement or any of the other Credit Documents; or
(ii) redeem or cancel any Pledged Interests or issue or authorize to be issued any additional Pledged Interests; or
(iii) breach any of the covenants or obligations relating to (x) any Pledgor under this Agreement or (y) any Pledgor or the Pledged Entities under the Credit Agreement or any other Credit Document.
(f) Upon the occurrence and during the continuation of an Event of Default, all Proceeds received by such Pledgor shall be promptly delivered to the Collateral Agent, in the same form as received, with the addition only of such endorsements and assignments as may be necessary to transfer title to the Collateral Agent, and pending such delivery, such Proceeds shall be held in trust for the Collateral Agent; and such Proceeds shall be applied to the obligations secured hereby in such order as the Collateral Agent shall elect in its sole discretion.
(g) Such Pledgor authorizes the Collateral Agent, at the expense of such Pledgor, at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements, with or without signature of such Pledgor, and containing such description of collateral, as deemed necessary or advisable by the Collateral Agent to perfect its security interest in the Collateral. Such Pledgor hereby ratifies its authorization for the Collateral Agent to have filed any initial financing statements, amendments thereto or continuation statements if filed prior to the date of this Agreement. Such Pledgor will sign and deliver any financing statements and other documents and information, and perform such other acts, as the Collateral Agent deems necessary or desirable from time to time to establish and maintain in favor of the Collateral Agent a valid and perfected security interest in the Collateral, free of all other Liens, encumbrances, security interests and claims other than Qualified Permitted Liens. Such Pledgor shall also furnish to the Collateral Agent all certificates or other instruments and papers evidencing or constituting any of the Collateral, together with appropriate endorsements and assignments and any information relating thereto, and shall do anything the Collateral Agent may reasonably deem necessary or desirable from time to time to establish a valid security interest in and to further protect and perfect its interests in the Collateral.
(h) To the extent payable pursuant to Section 10.2 of the Credit Agreement, such Pledgor upon demand shall pay to the Collateral Agent the amount of any and all expenses, including the reasonable fees and disbursements of counsel and of any experts and agents, which the Collateral Agent may incur in connection with (i) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral; (ii) the exercise or enforcement of any of the rights of the Collateral Agent hereunder; or (iii) the failure by any Pledgor to perform or observe any of the provisions hereof.
(i) In no event shall any Pledgor do or authorize to be done, or omit to do or authorize the omission of, any act or thing, the doing or omission of which, would impair the validity, enforceability, perfection or priority (subject to Qualified Permitted Liens)of the security interests granted herein except with respect to Collateral that is released in accordance with Section 9.8(a) of the Credit Agreement.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (General Growth Properties, Inc.)
