Common use of Delivery of the Pledged Securities Clause in Contracts

Delivery of the Pledged Securities. (a) Each Grantor agrees to deliver or cause to be delivered to the Administrative Agent any and all Pledged Securities constituting Pledged Equity Interests (i) on the Effective Date, in the case of any such Pledged Equity Interests owned by such Grantor on the Effective Date, and (ii) promptly after the acquisition thereof (and in any event as required under the Credit Agreement), in the case of any such Pledged Equity Interests acquired by such Grantor after the Effective Date. (b) Subject to applicable local laws in the case of Equity Interests in any Foreign Subsidiary, each interest in any limited liability company or limited partnership controlled by any Grantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code, and shall be governed by Article 8 of the Uniform Commercial Code; and such certificate shall be delivered to the Administrative Agent in accordance with Section 3.02(a). (c) Each Grantor (i) will use commercially reasonable efforts to cause all Indebtedness for borrowed money in a principal amount of $5,000,000 or more owed to such Grantor by any other Person to be evidenced by a duly executed promissory note (x) on the date hereof, in the case of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereof, and (ii) agrees to deliver or cause to be delivered to the Administrative Agent any and all Pledged Debt Securities (other than promissory notes and other evidences of Indebtedness issued by Persons other than the Borrower or any Subsidiary in a principal amount of less than $5,000,000), (I) on the Effective Date, in the case of any such Pledged Debt Securities owned by such Grantor on the Effective Date (including pursuant to clause (i)) and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective Date. (d) Upon delivery to the Administrative Agent, (i) any Pledged Securities shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments and documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities after the Effective Date shall be accompanied by a schedule providing the information required by Schedule II with respect to such Pledged Securities; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered after the Effective Date shall be deemed attached hereto and made a part hereof as a supplement to Schedule II and any prior schedules so delivered.

Appears in 4 contracts

Samples: Credit Agreement (YETI Holdings, Inc.), Credit Agreement (YETI Holdings, Inc.), Credit Agreement (YETI Holdings, Inc.)

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Delivery of the Pledged Securities. (a) As of the Closing Date, each Grantor has delivered or caused to be delivered to the Administrative Agent, for the benefit of the Secured Parties, any and all Pledged Equity evidenced by a certificate and, to the extent required to be delivered pursuant to Section 2.02(b) below, any and all Pledged Debt; provided that no Grantor shall be required to take any action to perfect the interest of the Secured Parties in the Pledged Equity of Foreign Subsidiaries that are Immaterial Subsidiaries, including but not limited to delivering any pledges under the laws of any non-U.S. jurisdiction and delivering or causing to be delivered any certificates evidencing such Pledged Equity. Each Grantor agrees promptly (but in any event within 10 Business Days after receipt by such Grantor or such longer period as the Administrative Agent may agree in its reasonable discretion) to deliver or cause to be delivered to the Administrative Agent Agent, for the benefit of the Secured Parties, any and all Pledged Securities constituting Pledged Equity Interests (i) on the Effective Date, in the case of any such Pledged Equity Interests owned by such Grantor on the Effective Date, and (ii) promptly acquired after the acquisition thereof (and in any event as Closing Date that is evidenced by a certificate and, to the extent required under the Credit Agreementto be delivered pursuant to Section 2.02(b), in the case of any such and all Pledged Equity Interests Debt acquired by such Grantor after the Effective Closing Date. (b) Subject to applicable local laws in the case of Equity Interests in any Foreign Subsidiary, each interest in any limited liability company or limited partnership controlled by any Grantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code, and shall be governed by Article 8 of the Uniform Commercial Code; and such certificate shall be delivered to the Administrative Agent in accordance with Section 3.02(a). (c) Each Grantor (i) will use commercially reasonable efforts to cause all any Indebtedness for borrowed money in a having an aggregate principal amount in excess of $5,000,000 or more owed to such Grantor by any other Person to be that is evidenced by a duly executed promissory note (x) on the date hereof, in the case of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereof, and (ii) agrees to deliver or cause to be pledged and delivered to the Administrative Agent any and all Pledged Debt Securities (other than promissory notes and other evidences Agent, for the benefit of Indebtedness issued by Persons other than the Borrower or any Subsidiary in a principal amount of less than $5,000,000)Secured Parties, (I) on the Effective Date, in the case of any such Pledged Debt Securities owned by such Grantor on the Effective Date (including pursuant to clause (i)) and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective Dateterms hereof. (dc) Upon delivery to the Administrative Agent, (i) any Pledged Securities shall be accompanied by undated stock powers or security powers, endorsements or allonges duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Administrative Agent and by such (other than instruments and or documents as the Administrative Agent may reasonably request and (ii) all other property comprising part requiring actions in any non-U.S. jurisdiction related to Equity Interests of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments and documents as the Administrative Agent may reasonably requestForeign Subsidiaries). Each delivery of Pledged Securities after the Effective Date shall be accompanied by a schedule providing describing the information required by Pledged Securities, which schedule shall be deemed to supplement Schedule II with respect to such Pledged Securitiesand made a part hereof; provided that failure to attach any such schedule hereto supplement Schedule II shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered after the Effective Date shall be deemed attached hereto and made a part hereof as a supplement to Schedule II and any prior schedules so delivered. (d) No actions in any non-U.S. jurisdiction or required by the Laws of any non-U.S. jurisdiction shall be required in order to create any security interests in assets located, titled, registered or filed outside of the U.S. or to perfect such security interests (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction).

Appears in 4 contracts

Samples: Security Agreement, Security Agreement (Global Eagle Entertainment Inc.), First Lien Security Agreement (Global Eagle Entertainment Inc.)

Delivery of the Pledged Securities. (a) Each Grantor agrees to deliver or cause to be delivered to the Administrative Collateral Agent any and all Pledged Securities constituting Pledged Equity Interests (other than (i) Equity Interests (other than those issued by the Borrower or another Subsidiary) that are publicly traded securities subject to a depositary such as DTC, or otherwise held through a securities intermediary in a securities account with respect to which such Grantor has complied with Section 4.04(c) and (ii) Permitted Investments) (x) on the Effective Datedate hereof (or after the date hereof in accordance with Section 5.14 of the Credit Agreement), in the case of any such Pledged Equity Interests owned by such Grantor on the Effective Datedate hereof, and (iiy) promptly after the acquisition thereof (and in any event as required under the Credit Agreement), in the case of any such Pledged Equity Interests acquired by such Grantor after the Effective Datedate hereof. (b) Subject to applicable local laws in the case of Equity Interests in any Foreign Subsidiary, each Each interest in any limited liability company or limited partnership controlled by any Grantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder shall be represented by a certificate, shall be that is a “security” within the meaning of Article 8 of the Uniform Commercial Code, and Code shall be (i) represented by a certificate, (ii) governed by Article 8 of the Uniform Commercial Code; Code and such certificate shall be (iii) delivered to the Administrative Collateral Agent in accordance with Section 3.02(a). (c) Each Grantor (i) will use commercially reasonable efforts to cause (A) all Indebtedness for borrowed money owed to such Grantor by Intermediate Holdings, the Borrower or any Subsidiary and (B) all Indebtedness for borrowed money (other than Permitted Investments) in a principal amount of $5,000,000 250,000 or more owed to such Grantor by any other Person to be evidenced by a duly executed promissory note (x) on the date hereof, in the case of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereof, and (ii) agrees to deliver or cause to be delivered to the Administrative Collateral Agent any and all Pledged Debt Securities (other than promissory notes and other evidences of Indebtedness issued owed by Persons other than Intermediate Holdings, the Borrower or any Subsidiary in a principal amount of less than $5,000,000250,000 and Permitted Investments), (I) on the Effective Datedate hereof, in the case of any such Pledged Debt Securities owned by such Grantor on the Effective Date date hereof (including pursuant to clause (i)) and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective Datedate hereof. (d) Upon delivery to the Administrative Collateral Agent, (i) any Pledged Securities shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Administrative Collateral Agent and by such other instruments and documents as the Administrative Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments and documents as the Administrative Collateral Agent may reasonably request. Each delivery of Pledged Securities after the Effective Date shall be accompanied by a schedule providing the information required by Schedule II with respect to such Pledged Securities; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered after the Effective Date shall be deemed attached hereto and made a part hereof as a supplement to Schedule II and any prior schedules so delivered.

Appears in 3 contracts

Samples: Security Agreement (MSG Entertainment Spinco, Inc.), Security Agreement (MSG Entertainment Spinco, Inc.), Security Agreement (Madison Square Garden Co)

Delivery of the Pledged Securities. (a) Each Grantor agrees promptly (but in any event with respect to Pledged Certificated Securities owned on the Closing Date, within the time period and subject to the conditions set forth in Section 4.01 of the Credit Agreement and in the case of Pledged Securities obtained after the date hereof, within 60 days after receipt by such Grantor or such longer period as the Collateral Agent may agree in its reasonable discretion) to deliver or cause to be delivered to the Administrative Agent Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities constituting Pledged Equity Interests (i) on the Effective Date, in the case of any such Pledged Equity Interests owned by such Grantor on the Effective Date, constituting Pledged Certificated Securities and (ii) promptly after to the acquisition thereof extent required to be delivered pursuant to paragraph (and in any event as required under the Credit Agreement)b) of this Section 2.02, in the case of any such Pledged Equity Interests acquired by such Grantor after the Effective DateDebt constituting Pledged Certificated Securities. (b) Subject to applicable local laws in the case of Equity Interests in any Foreign Subsidiary, each interest in any limited liability company or limited partnership controlled by any Grantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code, and shall be governed by Article 8 of the Uniform Commercial Code; and such certificate shall be delivered to the Administrative Agent in accordance with Section 3.02(a). (c) Each Grantor (i) will use commercially reasonable efforts to cause all any Indebtedness for borrowed money in a having an aggregate principal amount in excess of $5,000,000 or more 10,000,000 owed to such Grantor by any other Person to be that is evidenced by a duly executed promissory note (x) on the date hereof, in the case of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereof, and (ii) agrees to deliver or cause to be pledged and delivered to the Administrative Collateral Agent any (except to the extent already represented by and all Pledged Debt Securities (other than promissory notes and other evidences of Indebtedness issued superseded by Persons other than the Borrower or any Subsidiary in a principal amount of less than $5,000,000Intercompany Note delivered to the Collateral Agent), (I) on for the Effective Datebenefit of the Secured Parties, in the case of any such Pledged Debt Securities owned by such Grantor on the Effective Date (including pursuant to clause (i)) and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective Dateterms hereof. (dc) Upon delivery to the Administrative Collateral Agent, (i) any Pledged Certificated Securities shall be accompanied by undated stock or security powers duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Administrative Collateral Agent and by such other instruments and documents as the Administrative Collateral Agent may reasonably request (subject to the Collateral and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments and documents as the Administrative Agent may reasonably requestGuarantee Requirement). Each delivery of Pledged Certificated Securities after the Effective Date shall be accompanied by a schedule providing describing the information required by Pledged Certificated Securities, which schedule shall be deemed to supplement Schedule II with respect to such Pledged Securitiesand made a part hereof; provided that failure to attach any such schedule hereto supplement Schedule II shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered after the Effective Date shall be deemed attached hereto and made a part hereof as a supplement to Schedule II and any prior schedules so delivered.

Appears in 3 contracts

Samples: Security Agreement, Security Agreement (Alight Inc. / DE), Security Agreement (Alight Inc. / DE)

Delivery of the Pledged Securities. (a) Each Subject to the terms of the Second Lien Intercreditor Agreement, each Grantor agrees promptly (but in any event within 60 days after receipt by such Grantor, or such longer period as the Credit Agreement Collateral Agent or any other Senior Representative, or, if such Credit Agreement Collateral Agent or Senior Representative does not exist, the Collateral Agent, may agree in writing in its sole discretion) to deliver or cause to be delivered to the Administrative Agent Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities constituting Pledged Equity Interests (i) on the Effective Date, in the case of any such Pledged Equity Interests owned by such Grantor on to the Effective Date, extent certificated and (ii) promptly after to the acquisition thereof extent required to be delivered pursuant to paragraph (and in any event as required under the Credit Agreement)b) of this Section 2.02, in the case of any such Pledged Equity Interests acquired by such Grantor after the Effective DateDebt. (b) Subject to applicable local laws in the case terms of Equity Interests in any Foreign Subsidiarythe Second Lien Intercreditor Agreement, each interest in Grantor will cause any limited liability company or limited partnership controlled by any Grantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code, and shall be governed by Article 8 of the Uniform Commercial Code; and such certificate shall be delivered to the Administrative Agent in accordance with Section 3.02(a). (c) Each Grantor (i) will use commercially reasonable efforts to cause all Indebtedness for borrowed money in a (other than any Excluded Asset) having an aggregate principal amount in excess of $5,000,000 or more 1,000,000 individually owed to such Grantor by any other Person to be that is evidenced by a duly executed promissory note (x) on the date hereof, in the case of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereof, and (ii) agrees to deliver or cause to be pledged and delivered to the Administrative Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof (subject, for the avoidance of doubt, to the 60 day delivery period set forth in clause (a) above or such longer period as the Credit Agreement Collateral Agent any and all Pledged Debt Securities (other than promissory notes and other evidences of Indebtedness issued by Persons other than the Borrower or any Subsidiary other Senior Representative, or, if such Credit Agreement Collateral Agent or Senior Representative does not exist, the Collateral Agent, may agree in a principal amount of less than $5,000,000writing in its sole discretion), (I) on the Effective Date, in the case of any such Pledged Debt Securities owned by such Grantor on the Effective Date (including pursuant to clause (i)) and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective Date. (dc) Upon delivery to the Administrative Collateral Agent, (i) any Pledged Securities shall be accompanied by undated stock or security powers duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Administrative Credit Agreement Collateral Agent and or any other Senior Representative, or, if such Credit Agreement Collateral Agent or Senior Representative does not exist, the Collateral Agent. (d) Prior to the Discharge of Senior Obligations, (i) the requirements of this Section 2.02 to deliver to the Collateral Agent any Collateral, the security of which may be perfected only by possession or control by a single person shall be deemed satisfied by the delivery of possession or control of such Collateral to the Credit Agreement Collateral Agent or any other instruments and documents Senior Representative (as provided in the Administrative Agent may reasonably request Second Lien Intercreditor Agreement) and (ii) all other property comprising part each Grantor shall comply with the requirements of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments and documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities after the Effective Date shall be accompanied by a schedule providing the information required by Schedule II this Section 2.02 with respect to the obligations hereunder only to the same extent such Pledged Securities; provided that failure Grantor is required to attach any such schedule hereto shall not affect comply with provisions analogous to this Section 2.02 with respect to the validity of such pledge of such Pledged Securities. Each schedule so delivered after Senior Obligations in the Effective Date shall be deemed attached hereto and made a part hereof as a supplement to Schedule II and any prior schedules so deliveredSenior Collateral Documents.

Appears in 2 contracts

Samples: u.s. Second Lien Notes Security Agreement (Gates Global Inc.), u.s. Second Lien Notes Security Agreement (Gates Engineering & Services FZCO)

Delivery of the Pledged Securities. (a) Each Grantor agrees to deliver or cause to be delivered to the Administrative Agent any and all Pledged Securities constituting Pledged Equity Interests (i) on the Effective Date, in the case of any such Pledged Equity Interests owned by such Grantor on the Effective DateDate and not previously so delivered, and (ii) promptly after the acquisition thereof (and and, in any event event, as required under the Credit Agreement), in the case of any such Pledged Equity Interests acquired by such Grantor after the Effective Date. (b) Subject to applicable local laws in the case of Equity Interests in any Foreign Subsidiary, each interest in any limited liability company or limited partnership controlled by any Grantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code, and shall be governed by Article 8 of the Uniform Commercial Code; and such certificate shall be delivered to the Administrative Agent in accordance with Section 3.02(a). (c) Each Grantor (i) will use commercially reasonable efforts to cause (A) all Indebtedness for borrowed money owed to such Grantor by the Company or any Subsidiary to be evidenced by a duly executed global intercompany note and/or duly executed promissory note, in each case in a form reasonably acceptable to the Administrative Agent and (B) all Indebtedness for borrowed money (other than Permitted Investments) in a principal amount of $5,000,000 10,000,000 or more owed to such Grantor by any other Person to be evidenced by a duly executed promissory note (x) on the date hereofEffective Date, in the case of any such Indebtedness existing on the date hereof Effective Date or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereofEffective Date, and (ii) agrees to deliver or cause to be delivered to the Administrative Agent any and all Pledged Debt Securities (other than promissory notes and other evidences of Indebtedness issued by Persons other than the Borrower or any Subsidiary in a principal amount of less than $5,000,00010,000,000 and Permitted Investments), (I) on the Effective Date, in the case of any such Pledged Debt Securities owned by such Grantor on the Effective Date (including pursuant to clause (i)) Date, and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective Date. (dc) Upon delivery to the Administrative Agent, (i) any Pledged Securities shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments and or documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities after the Effective Date shall be accompanied by a schedule providing the information required by describing such securities, which schedule shall be deemed attached to, and shall supplement, Schedule II with respect to such Pledged SecuritiesIV or V, as applicable, and be made a part hereof; provided that failure to attach provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered after . (d) If the Effective Date shall Company or any Guarantors hereafter acquire or hold any Equity Interests constituting Principal Property Collateral that would be deemed attached hereto and made a part hereof required to be pledged hereunder but for the exclusion in clause (E) of the definition of Excluded Equity Interests (including as a supplement result of Pledged Equity Interests becoming Principal Property Collateral after having been pledged hereunder), then (i) unless the Pledge Agreement has previously been executed and delivered, the Company will promptly execute and deliver, and cause each such Guarantor to Schedule II execute and deliver, the Pledge Agreement, and (ii) the Company or such Guarantors, as the case may be, will (subject to the provisions of paragraph (e) below in the case of Pledged Equity Interests previously pledged hereunder) pledge such Equity Interests constituting Principal Property Collateral to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (e) If at any prior schedules time Pledged Equity Interests previously pledged under this Agreement become Principal Property Collateral, then the Company will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Pledged Equity Interests securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, the Pledge Agreement for so deliveredlong as such Pledged Equity Interests continue to constitute Principal Property Collateral and accordingly will after such time continue to secure the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Pledged Equity Interests at any time cease to constitute Principal Property Collateral, then such security interests in such Pledged Equity Interests securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this Agreement.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (NCR Corp), Credit Agreement (NCR Corp)

Delivery of the Pledged Securities. (a) Each Grantor agrees promptly (but in any event with respect to Pledged Certificated Securities owned on the Closing Date, within the time period and subject to the conditions set forth in Section 4.01 of the Credit Agreement1 and in the case of Pledged Securities obtained after the date hereof, within 60 days after receipt by such Grantor or such longer period as the Collateral Agent may agree in its reasonable discretion) to deliver or cause to be delivered to the Administrative Agent Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities constituting Pledged Equity Interests (i) on the Effective Date, in the case of any such Pledged Equity Interests owned by such Grantor on the Effective Date, constituting Pledged Certificated Securities and (ii) promptly after to the acquisition thereof extent required to be delivered pursuant to paragraph (and in any event as required under the b) of this Section 2.02, Pledged Debt constituting Pledged Certificated Securities. 1 Credit Agreement), in the case Agreement permits confirmation of any such Pledged Equity Interests acquired by such Grantor after the Effective Date.overnight delivery (b) Subject to applicable local laws in the case of Equity Interests in any Foreign Subsidiary, each interest in any limited liability company or limited partnership controlled by any Grantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code, and shall be governed by Article 8 of the Uniform Commercial Code; and such certificate shall be delivered to the Administrative Agent in accordance with Section 3.02(a). (c) Each Grantor (i) will use commercially reasonable efforts to cause all any Indebtedness for borrowed money in a having an aggregate principal amount in excess of $5,000,000 or more 10,000,000 owed to such Grantor by any other Person to be that is evidenced by a duly executed promissory note (x) on the date hereof, in the case of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereof, and (ii) agrees to deliver or cause to be pledged and delivered to the Administrative Collateral Agent any (except to the extent already represented by and all Pledged Debt Securities (other than promissory notes and other evidences of Indebtedness issued superseded by Persons other than the Borrower or any Subsidiary in a principal amount of less than $5,000,000Intercompany Note delivered to the Collateral Agent), (I) on for the Effective Datebenefit of the Secured Parties, in the case of any such Pledged Debt Securities owned by such Grantor on the Effective Date (including pursuant to clause (i)) and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective Dateterms hereof. (dc) Upon delivery to the Administrative Collateral Agent, (i) any Pledged Certificated Securities shall be accompanied by undated stock or security powers duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Administrative Collateral Agent and by such other instruments and documents as the Administrative Collateral Agent may reasonably request (subject to the Collateral and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments and documents as the Administrative Agent may reasonably requestGuarantee Requirement). Each delivery of Pledged Certificated Securities after the Effective Date shall be accompanied by a schedule providing describing the information required by Pledged Certificated Securities, which schedule shall be deemed to supplement Schedule II with respect to such Pledged Securitiesand made a part hereof; provided that failure to attach any such schedule hereto supplement Schedule II shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered after the Effective Date shall be deemed attached hereto and made a part hereof as a supplement to Schedule II and any prior schedules so delivered.

Appears in 2 contracts

Samples: Security Agreement (TaskUs, Inc.), Security Agreement (TaskUs, Inc.)

Delivery of the Pledged Securities. (a) Each Grantor Pledgor agrees promptly (and in any event within 45 days after the acquisition or such longer time as the Collateral Agent shall permit in its reasonable discretion) to deliver or cause to be delivered to the Administrative Agent Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities constituting to the extent such Pledged Equity Interests (i) on the Effective DateSecurities, in the case of any such Pledged Equity Interests owned by such Grantor on the Effective Datepromissory notes or other instruments evidencing Indebtedness, and (ii) promptly after the acquisition thereof (and in any event as are required under the Credit Agreementto be delivered pursuant to Section 2.02(b), in the case of any such Pledged Equity Interests acquired by such Grantor after the Effective Date. (b) Subject to applicable local laws Within the time period set forth in the case of Equity Interests in any Foreign Subsidiaryclause (a) above, each interest in Pledgor will cause any limited liability company or limited partnership controlled by any Grantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code, and shall be governed by Article 8 of the Uniform Commercial Code; and such certificate shall be delivered to the Administrative Agent in accordance with Section 3.02(a). (c) Each Grantor (i) will use commercially reasonable efforts to cause all Indebtedness for borrowed money owed to any Pledgor by any person (other than intercompany indebtedness (x) between or among the Borrower and any Subsidiary Loan Party, (y) between or among any Subsidiary Loan Parties or (z) incurred in a the ordinary course of business in connection with cash management operations of Holdings, the Borrower and its Subsidiaries) having an aggregate principal amount in excess of $5,000,000 or more owed to such Grantor by any other Person 2,000,000 to be evidenced by a duly executed promissory note (x) on the date hereof, in the case of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereof, that is pledged and (ii) agrees to deliver or cause to be delivered to the Administrative Agent Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. To the extent any and all Pledged Debt Securities such promissory note is a demand note, each Pledgor party thereto agrees, if requested by the Collateral Agent, to immediately demand payment thereunder upon an Event of Default specified under Section 7.01 (other than promissory notes and other evidences of Indebtedness issued by Persons other than the Borrower or any Subsidiary in a principal amount of less than $5,000,000a), (Ib), (h) on the Effective Date, in the case of any such Pledged Debt Securities owned by such Grantor on the Effective Date (including pursuant to clause or (i)) and (II) promptly after of the acquisition thereof (and, in any event as required under First Lien Credit Agreement unless such demand would not be commercially reasonable or would otherwise expose such Pledgor to liability to the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective Datemaker. (dc) Upon delivery to the Administrative Applicable Collateral Agent, within the time period set forth in clause (a) above, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 2.02 shall be accompanied by undated stock powers or note powers, as applicable, duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Administrative Applicable Collateral Agent and by such other instruments and documents as the Administrative Applicable Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by undated proper instruments of assignment duly executed by the applicable Grantor in blank Pledgor and such other instruments and or documents as the Administrative Applicable Collateral Agent may reasonably request. Each delivery of Pledged Securities after the Effective Date shall be accompanied (or promptly followed) by a schedule providing describing the information required by securities, which schedule shall be attached hereto as Schedule II with respect (or a supplement to such Pledged SecuritiesSchedule II, as applicable) and made a part hereof; provided provided, that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered after the Effective Date shall be deemed attached hereto and made a part hereof as a to supplement to Schedule II and any prior schedules so delivered.

Appears in 2 contracts

Samples: Collateral Agreement (First Lien) (DS Services of America, Inc.), Collateral Agreement (First Lien) (DS Services of America, Inc.)

Delivery of the Pledged Securities. (a) Each Grantor agrees promptly (but in any event with respect to Pledged Certificated Securities owned on the Closing Date, within the time period and subject to the conditions set forth in Section 4.01 of the Credit Agreement and Section 5.13 of the Credit Agreement and in the case of Pledged Securities obtained after the date hereof, within 60 days after receipt by such Grantor or such longer period as the Collateral Agent may agree in its reasonable discretion) to deliver or cause to be delivered to the Administrative Agent Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities constituting Pledged Equity Interests (i) on the Effective Date, in the case of any such Pledged Equity Interests owned by such Grantor on the Effective Date, constituting Pledged Certificated Securities and (ii) promptly after to the acquisition thereof extent required to be delivered pursuant to paragraph (and in any event as required under the Credit Agreement)b) of this Section 2.02, in the case of any such Pledged Equity Interests acquired by such Grantor after the Effective DateDebt constituting Pledged Certificated Securities. (b) Subject to applicable local laws in the case of Equity Interests in any Foreign Subsidiary, each interest in any limited liability company or limited partnership controlled by any Grantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code, and shall be governed by Article 8 of the Uniform Commercial Code; and such certificate shall be delivered to the Administrative Agent in accordance with Section 3.02(a). (c) Each Grantor (i) will use commercially reasonable efforts to cause all any Indebtedness for borrowed money in a having an aggregate principal amount in excess of $5,000,000 or more 7,500,000 owed to such Grantor by any other Person to be that is evidenced by a duly executed promissory note (x) on the date hereof, in the case of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereof, and (ii) agrees to deliver or cause to be pledged and delivered to the Administrative Collateral Agent any (except to the extent already represented by and all Pledged Debt Securities (other than promissory notes and other evidences of Indebtedness issued superseded by Persons other than the Borrower or any Subsidiary in a principal amount of less than $5,000,000Intercompany Note delivered to the Collateral Agent), (I) on for the Effective Datebenefit of the Secured Parties, in the case of any such Pledged Debt Securities owned by such Grantor on the Effective Date (including pursuant to clause (i)) and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective Dateterms hereof. (dc) Upon delivery to the Administrative Collateral Agent, (i) any Pledged Certificated Securities shall be accompanied by undated stock or security powers duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Administrative Collateral Agent and by such other instruments and documents as the Administrative Collateral Agent may reasonably request (subject to the Collateral and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments and documents as the Administrative Agent may reasonably requestGuarantee Requirement). Each delivery of Pledged Certificated Securities after the Effective Date shall be accompanied by a schedule providing describing the information required by Pledged Certificated Securities, which schedule shall be deemed to supplement Schedule II with respect to such Pledged Securitiesand made a part hereof; provided that failure to attach any such schedule hereto supplement Schedule II shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered after the Effective Date shall be deemed attached hereto and made a part hereof as a supplement to Schedule II and any prior schedules so delivered.

Appears in 2 contracts

Samples: Security Agreement, Security Agreement (Tradeweb Markets Inc.)

Delivery of the Pledged Securities. (a) As of the Closing Date, each Grantor has delivered or caused to be delivered to the Collateral Agent (or to the First Lien Administrative Agent pursuant to the First Lien Security Agreement), for the benefit of the Secured Parties, any and all Pledged Equity evidenced by a certificate and, to the extent required to be delivered pursuant to Section 2.02(b) below, any and all Pledged Debt; provided that no Grantor shall be required to take any action to perfect the interest of the Secured Parties in the Pledged Equity of Foreign Subsidiaries that are Immaterial Subsidiaries, including but not limited to delivering any pledges under the laws of any non-U.S. jurisdiction and delivering or causing to be delivered any certificates evidencing such Pledged Equity. Each Grantor agrees promptly (but in any event within 10 Business Days after receipt by such Grantor or such longer period as the Collateral Agent may agree in its reasonable discretion) to deliver or cause to be delivered to the Collateral Agent (or to the First Lien Administrative Agent pursuant to the First Lien Security Agreement), for the benefit of the Secured Parties, any and all Pledged Securities constituting Pledged Equity Interests (i) on the Effective Date, in the case of any such Pledged Equity Interests owned by such Grantor on the Effective Date, and (ii) promptly acquired after the acquisition thereof (and in any event as Closing Date that is evidenced by a certificate and, to the extent required under the Credit Agreementto be delivered pursuant to Section 2.02(b), in the case of any such and all Pledged Equity Interests Debt acquired by such Grantor after the Effective Closing Date. (b) Subject to applicable local laws in the case of Equity Interests in any Foreign Subsidiary, each interest in any limited liability company or limited partnership controlled by any Grantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code, and shall be governed by Article 8 of the Uniform Commercial Code; and such certificate shall be delivered to the Administrative Agent in accordance with Section 3.02(a). (c) Each Grantor (i) will use commercially reasonable efforts to cause all any Indebtedness for borrowed money in a having an aggregate principal amount in excess of $5,000,000 or more owed to such Grantor by any other Person to be that is evidenced by a duly executed promissory note (x) on the date hereof, in the case of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereof, and (ii) agrees to deliver or cause to be pledged and delivered to the Collateral Agent (or to the First Lien Administrative Agent any and all Pledged Debt Securities (other than promissory notes and other evidences of Indebtedness issued by Persons other than pursuant to the Borrower or any Subsidiary in a principal amount of less than $5,000,000First Lien Security Agreement), (I) on for the Effective Datebenefit of the Secured Parties, in the case of any such Pledged Debt Securities owned by such Grantor on the Effective Date (including pursuant to clause (i)) and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective Dateterms hereof. (dc) Upon delivery to the Collateral Agent (or to the First Lien Administrative AgentAgent pursuant to the First Lien Security Agreement), (i) any Pledged Securities shall be accompanied by undated stock powers or security powers, endorsements or allonges duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Administrative Collateral Agent and by such (other than instruments and or documents as the Administrative Agent may reasonably request and (ii) all other property comprising part requiring actions in any non-U.S. jurisdiction related to Equity Interests of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments and documents as the Administrative Agent may reasonably requestForeign Subsidiaries). Each delivery of Pledged Securities after the Effective Date shall be accompanied by a schedule providing describing the information required by Pledged Securities, which schedule shall be deemed to supplement Schedule II with respect to such Pledged Securitiesand made a part hereof; provided that failure to attach any such schedule hereto supplement Schedule II shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered after the Effective Date shall be deemed attached hereto and made a part hereof as a supplement to Schedule II and any prior schedules so delivered. (d) No actions in any non-U.S. jurisdiction or required by the Laws of any non-U.S. jurisdiction shall be required in order to create any security interests in assets located, titled, registered or filed outside of the U.S. or to perfect such security interests (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction).

Appears in 2 contracts

Samples: Security Agreement (Global Eagle Entertainment Inc.), Securities Purchase Agreement (Global Eagle Entertainment Inc.)

Delivery of the Pledged Securities. (a) As of the Closing Date, each Grantor has delivered or caused to be delivered to the First Lien Administrative Agent, for the benefit of the Secured Parties, any and all Pledged Equity evidenced by a certificate and, to the extent required to be delivered pursuant to Section 2.02(b) below, any and all Pledged Debt; provided that no Grantor shall be required to take any action to perfect the interest of the Secured Parties in the Pledged Equity of Foreign Subsidiaries that are Immaterial Subsidiaries, including but not limited to delivering any pledges under the laws of any non-U.S. jurisdiction and delivering or causing to be delivered any certificates evidencing such Pledged Equity. Each Grantor agrees promptly (but in any event within 10 Business Days after receipt by such Grantor or such longer period as the Administrative Agent may agree in its reasonable discretion) to deliver or cause to be delivered to the Administrative Agent (subject to the Intercreditor Agreements), for the benefit of the Secured Parties, any and all Pledged Securities constituting Pledged Equity Interests (i) on the Effective Date, in the case of any such Pledged Equity Interests owned by such Grantor on the Effective Date, and (ii) promptly acquired after the acquisition thereof (and in any event as Closing Date that is evidenced by a certificate and, to the extent required under the Credit Agreementto be delivered pursuant to Section 2.02(b), in the case of any such and all Pledged Equity Interests Debt acquired by such Grantor after the Effective Closing Date. (b) Subject to applicable local laws in the case of Equity Interests in any Foreign Subsidiary, each interest in any limited liability company or limited partnership controlled by any Grantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code, and shall be governed by Article 8 of the Uniform Commercial Code; and such certificate shall be delivered to the Administrative Agent in accordance with Section 3.02(a). (c) Each Grantor (i) will use commercially reasonable efforts to cause all any Indebtedness for borrowed money in a having an aggregate principal amount in excess of $5,000,000 or more owed to such Grantor by any other Person to be that is evidenced by a duly executed promissory note (x) on the date hereof, in the case of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereof, and (ii) agrees to deliver or cause to be pledged and delivered to the Administrative Agent any and all Pledged Debt Securities (other than promissory notes and other evidences Agent, for the benefit of Indebtedness issued by Persons other than the Borrower or any Subsidiary in a principal amount of less than $5,000,000)Secured Parties, (I) on the Effective Date, in the case of any such Pledged Debt Securities owned by such Grantor on the Effective Date (including pursuant to clause (i)) and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective Dateterms hereof. (dc) Upon delivery to the Administrative Agent, (i) any Pledged Securities shall be accompanied by undated stock powers or security powers, endorsements or allonges duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Administrative Agent and by such (other than instruments and or documents as the Administrative Agent may reasonably request and (ii) all other property comprising part requiring actions in any non-U.S. jurisdiction related to Equity Interests of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments and documents as the Administrative Agent may reasonably requestForeign Subsidiaries). Each delivery of Pledged Securities after the Effective Date shall be accompanied by (and to the extent such delivery is to an agent or representative other than the Administrative Agent pursuant to the terms of the Intercreditor Agreements, the Borrower shall separately deliver) a schedule providing describing the information required by Pledged Securities, which schedule shall be deemed to supplement Schedule II with respect to such Pledged Securitiesand made a part hereof; provided that failure to attach any such schedule hereto supplement Schedule II shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered after the Effective Date shall be deemed attached hereto and made a part hereof as a supplement to Schedule II and any prior schedules so delivered. (d) No actions in any non-U.S. jurisdiction or required by the Laws of any non-U.S. jurisdiction shall be required in order to create any security interests in assets located, titled, registered or filed outside of the U.S. or to perfect such security interests (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction).

Appears in 2 contracts

Samples: Second Lien Security Agreement (Global Eagle Entertainment Inc.), Second Lien Security Agreement (Global Eagle Entertainment Inc.)

Delivery of the Pledged Securities. (a) Each Grantor agrees that (i) concurrently with the execution and delivery of this Agreement, each Grantor shall deliver to Collateral Agent in New York each original certificate evidencing (x) the Pledged Equity (which certificates shall constitute “security certificates” (as defined in the UCC)) and, in the case of any limited liability company interest that is included in the Pledged Equity, together with an undated limited liability company interest power, covering each such certificate, and (y) the Pledged Debt and (ii) promptly but in any event within (x) 5 Business Days after the effectiveness of a Tax Equity Required Consent, it shall deliver or cause to be delivered to the Administrative Agent Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities constituting Equity of the applicable Post-Closing Pledged Equity Interests (i) on the Effective Date, in the case of any such Pledged Equity Interests owned by such Grantor on the Effective Date, and (ii) promptly after the acquisition thereof (and in any event as required under the Credit Agreement), in the case of any such Pledged Equity Interests acquired by such Grantor after the Effective Date. (b) Subject to applicable local laws in the case of Equity Interests in any Foreign Subsidiary, each interest in any together with an undated limited liability company or limited partnership controlled by any Grantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder shall be represented by a certificateinterest power, shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code, and shall be governed by Article 8 of the Uniform Commercial Code; and covering each such certificate shall be so delivered to the Administrative Agent in accordance with Section 3.02(a). (c) Each Grantor (i) will use commercially reasonable efforts to cause all Indebtedness for borrowed money in a principal amount of $5,000,000 or more owed to such Grantor by any other Person to be evidenced by a duly executed promissory note (x) on the date hereof, in the case of any such Indebtedness existing on the date hereof or and (y) promptly following the incurrence thereof in the case of Indebtedness incurred 30 days after the date hereofreceipt by such Grantor, and (ii) agrees to it shall deliver or cause to be delivered to the Administrative Agent Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Debt Securities (other than promissory notes Equity and other evidences of Indebtedness issued by Persons other than the Borrower or any Subsidiary in a principal amount of less than $5,000,000), (I) on the Effective Date, in the case of any such Pledged Debt Securities owned acquired by such Grantor on after the Effective Date (including date hereof. Each Grantor will cause any Indebtedness for borrowed money having an aggregate principal amount in excess of $50,000 owed to such Grantor by any Person that is evidenced by a duly executed promissory note to be pledged and delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to clause (i)) and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective Date. (d) terms hereof. Upon delivery to the Administrative Collateral Agent, (i) any Pledged Securities shall be accompanied by undated stock or security powers duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Administrative Collateral Agent and by such other instruments and documents as the Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments and documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities after the Effective Date shall be accompanied by a schedule providing describing the information required by securities, which schedule shall be deemed to supplement Schedule II with respect to such Pledged Securitiesand made a part hereof; provided that failure to attach any such schedule hereto supplement Schedule II shall not affect the validity of such pledge of such Pledged SecuritiesSecurity. Each schedule so delivered after the Effective Date shall be deemed attached hereto and made a part hereof as a supplement to Schedule II and any prior schedules so delivered.

Appears in 2 contracts

Samples: Credit Agreement (Vivint Solar, Inc.), Credit Agreement (Vivint Solar, Inc.)

Delivery of the Pledged Securities. (a) Each Grantor Pledgor agrees promptly (and in any event within 45 days after the acquisition or such longer time as the First-Priority Collateral Agent shall permit in its reasonable discretion pursuant to the Collateral Agreement (First Lien); provided, that after the Discharge of First-Priority Obligations, promptly shall mean within 45 days for the purposes of this Section 2.02(a)) to deliver or cause to be delivered to the Administrative Applicable Collateral Agent (acting as gratuitous bailee / agent for perfection purposes, pursuant to Section 5.5 or 5.6 of the First Lien/Second Lien Intercreditor Agreement, as applicable, if the Applicable Collateral Agent is not the Collateral Agent), for the benefit of the Second-Priority Secured Parties, any and all Pledged Securities constituting to the extent such Pledged Equity Interests (i) on the Effective DateSecurities, in the case of any such Pledged Equity Interests owned by such Grantor on the Effective Datepromissory notes or other instruments evidencing Indebtedness, and (ii) promptly after the acquisition thereof (and in any event as are required under the Credit Agreementto be delivered pursuant to Section 2.02(b), in the case of any such Pledged Equity Interests acquired by such Grantor after the Effective Date. (b) Subject to applicable local laws Within the time period set forth in the case of Equity Interests in any Foreign Subsidiaryclause (a) above, each interest in Pledgor will cause any limited liability company or limited partnership controlled by any Grantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code, and shall be governed by Article 8 of the Uniform Commercial Code; and such certificate shall be delivered to the Administrative Agent in accordance with Section 3.02(a). (c) Each Grantor (i) will use commercially reasonable efforts to cause all Indebtedness for borrowed money owed to any Pledgor by any person (other than intercompany indebtedness (x) between or among the Issuer and any Subsidiary Guarantor, (y) between or among any Subsidiary Guarantors or (z) incurred in a the ordinary course of business in connection with cash management operations of Holdings, the Issuer and its Subsidiaries) having an aggregate principal amount in excess of $5,000,000 or more owed to such Grantor by any other Person 2,000,000 to be evidenced by a duly executed promissory note (x) on the date hereof, in the case of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereof, that is pledged and (ii) agrees to deliver or cause to be delivered to the Administrative Applicable Collateral Agent (acting as gratuitous bailee / agent for perfection purposes, pursuant to Section 5.5 or 5.6 of the First Lien/Second Lien Intercreditor Agreement, as applicable, if the Applicable Collateral Agent is not the Collateral Agent), for the benefit of the Second-Priority Secured Parties, pursuant to the terms hereof. To the extent any and all Pledged Debt Securities such promissory note is a demand note, each Pledgor party thereto agrees, if requested by the Applicable Collateral Agent, to immediately demand payment thereunder upon an Event of Default specified under Section 6.01 (other than promissory notes and other evidences of Indebtedness issued by Persons other than the Borrower or any Subsidiary in a principal amount of less than $5,000,000a), (Ib), (f) on or (g) of the Effective Date, in Notes Indenture unless such demand would not be commercially reasonable or would otherwise expose such Pledgor to liability to the case of any such Pledged Debt Securities owned by such Grantor on the Effective Date (including pursuant to clause (i)) and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective Datemaker. (dc) Upon delivery to the Administrative Applicable Collateral Agent, within the time period set forth in clause (a) above, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 2.02 shall be accompanied by undated stock powers or note powers, as applicable, duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Administrative Applicable Collateral Agent (it being understood that after the Discharge of First-Priority Obligations, the Applicable Collateral Agent shall be under no obligation to exercise such discretion and the applicable Pledgor shall take such necessary actions to satisfy this clause (i) Section 2.02(c) without the Applicable Collateral Agent exercising such discretion) and by such other instruments and documents as the Administrative Applicable Collateral Agent may reasonably request (it being understood that after the Discharge of First-Priority Obligations, the Applicable Collateral Agent shall be under no obligation to make such re quests and the applicable Pledgor shall take such necessary actions to satisfy this clause (i) of Section 2.02(c) without such requests being made by the Applicable Collateral Agent) and (ii) all other property comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by undated proper instruments of assignment duly executed by the applicable Grantor in blank Pledgor and such other instruments and or documents as the Administrative Applicable Collateral Agent may reasonably requestrequest (it being understood that after the Discharge of First-Priority Obligations, the Applicable Collateral Agent shall be under no obligation to make such re quests and the applicable Pledgor shall take such necessary actions to satisfy this clause (ii) of Section 2.02(c) without such requests being made by the Applicable Collateral Agent). Each delivery of Pledged Securities after the Effective Date shall be accompanied (or promptly followed) by a schedule providing describing the information required by securities, which schedule shall be attached hereto as Schedule II with respect (or a supplement to such Pledged SecuritiesSchedule II, as applicable) and made a part hereof; provided provided, that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered after the Effective Date shall be deemed attached hereto and made a part hereof as a to supplement to Schedule II and any prior schedules so delivered.

Appears in 2 contracts

Samples: Collateral Agreement (Second Lien) (DS Services of America, Inc.), Collateral Agreement (Second Lien) (DS Services of America, Inc.)

Delivery of the Pledged Securities. (a) Each Grantor Pledgor agrees promptly (and in any event within 45 days after the acquisition or such longer time as the Applicable Collateral Agent shall permit in its reasonable discretion) to deliver or cause to be delivered to the Administrative Applicable Collateral Agent (acting as gratuitous bailee / agent for perfection purposes, pursuant to Section 2.12 of the ABL Intercreditor Agreement, if the Applicable Collateral Agent is not the Collateral Agent), for the benefit of the Secured Parties, any and all Pledged Securities constituting to the extent such Pledged Equity Interests (i) on the Effective DateSecurities, in the case of any such Pledged Equity Interests owned by such Grantor on the Effective Datepromissory notes or other instruments evidencing Indebtedness, and (ii) promptly after the acquisition thereof (and in any event as are required under the Credit Agreementto be delivered pursuant to Section 2.02(b), in the case of any such Pledged Equity Interests acquired by such Grantor after the Effective Date. (b) Subject to applicable local laws Within the time period set forth in the case of Equity Interests in any Foreign Subsidiaryclause (a) above, each interest in Pledgor will cause any limited liability company or limited partnership controlled by any Grantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code, and shall be governed by Article 8 of the Uniform Commercial Code; and such certificate shall be delivered to the Administrative Agent in accordance with Section 3.02(a). (c) Each Grantor (i) will use commercially reasonable efforts to cause all Indebtedness for borrowed money owed to any Pledgor by any person (other than intercompany indebtedness (x) between or among the Borrower and any Subsidiary Loan Party, (y) between or among any Subsidiary Loan Parties or (z) incurred in a the ordinary course of business in connection with cash management operations of Holdings, the Borrower and its Subsidiaries) having an aggregate principal amount in excess of $5,000,000 or more owed to such Grantor by any other Person 2,000,000 to be evidenced by a duly executed promissory note (x) on the date hereof, in the case of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereof, that is pledged and (ii) agrees to deliver or cause to be delivered to the Administrative Applicable Collateral Agent (acting as gratuitous bailee / agent for perfection purposes, pursuant to Section 2.12 of the ABL Intercreditor Agreement, if the Applicable Collateral Agent is not the Collateral Agent), for the benefit of the Secured Parties, pursuant to the terms hereof. To the extent any and all Pledged Debt Securities such promissory note is a demand note, each Pledgor party thereto agrees, if requested by the Applicable Collateral Agent, to immediately demand payment thereunder upon an Event of Default specified under Section 7.01 (other than promissory notes and other evidences of Indebtedness issued by Persons other than the Borrower or any Subsidiary in a principal amount of less than $5,000,000b), (Ic), (h) on the Effective Date, in the case of any such Pledged Debt Securities owned by such Grantor on the Effective Date (including pursuant to clause or (i)) and (II) promptly after of the acquisition thereof (and, in any event as required under ABL Credit Agreement unless such demand would not be commercially reasonable or would otherwise expose such Pledgor to liability to the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective Datemaker. (dc) Upon delivery to the Administrative Applicable Collateral Agent, within the time period set forth in clause (a) above, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 2.02 shall be accompanied by undated stock powers or note powers, as applicable, duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Administrative Applicable Collateral Agent and by such other instruments and documents as the Administrative Applicable Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by undated proper instruments of assignment duly executed by the applicable Grantor in blank Pledgor and such other instruments and or documents as the Administrative Applicable Collateral Agent may reasonably request. Each delivery of Pledged Securities after the Effective Date shall be accompanied by a schedule providing the information required by Schedule II with respect to such Pledged Securities; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered after the Effective Date shall be deemed attached hereto and made a part hereof as a supplement to Schedule II and any prior schedules so delivered.reasonably

Appears in 2 contracts

Samples: Collateral Agreement (Abl) (DS Services of America, Inc.), Collateral Agreement (Abl) (DS Services of America, Inc.)

Delivery of the Pledged Securities. (a) Each Grantor agrees to deliver or cause to be delivered to the Administrative Collateral Agent any and all Pledged Securities constituting Equity Interests (other than Pledged Equity Interests that are not certificated) (i) on the Effective Datedate of this Agreement, in the case of any such Pledged Equity Interests owned by such Grantor on the Effective Datedate of this Agreement, and (ii) promptly after the acquisition thereof (and in any event as required under the Credit Agreement)upon receipt thereof, in the case of any such Pledged Equity Interests acquired by such Grantor after the Effective Datedate of this Agreement. Prior to delivery to the Collateral Agent, all such certificated Pledged Equity Interests held by a Grantor shall be held in trust by such Grantor for the benefit of the Collateral Agent. (b) Subject Each Grantor acknowledges and agrees that (i) to applicable local laws in the case of Equity Interests in extent any Foreign Subsidiary, each interest in any limited liability company or limited partnership controlled now or in the future by any such Grantor (or by such Grantor and one or more other Loan PartiesGrantors) and pledged hereunder shall be represented by a certificate, shall be is a “security” within the meaning of Article 8 of the Uniform Commercial Code, UCC and shall be is governed by Article 8 of the Uniform Commercial Code; UCC, such interest shall be certificated (and such certificate shall be delivered to the Administrative Collateral Agent in accordance with Section 3.02(a2.02(a)), and (ii) each such interest shall at all times hereafter continue to be such a security and represented by such certificate. Each Grantor further acknowledges and agrees that with respect to any interest in any limited liability company or limited partnership controlled now or in the future by such Grantor (or by such Grantor and one or more other Grantors) and pledged hereunder that is not a “security” within the meaning of Article 8 of the UCC, the terms of such interest shall at no time provide that such interest is a “security” within the meaning of Article 8 of the UCC, nor shall such interest be represented by a certificate, unless such Grantor provides prior written notification to the Collateral Agent that the terms of such interest so provide that such interest is a “security” within the meaning of Article 8 of the UCC and such interest is thereafter represented by a certificate (and, in such case, such certificate shall be delivered to the Collateral Agent in accordance with Section 2.02(a)). (c) Each Grantor (i) will use commercially reasonable efforts to cause all Indebtedness for borrowed money in a principal amount of $5,000,000 or more owed to such Grantor by any other Person to be evidenced by a duly executed promissory note (x) on the date hereof, in the case of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereof, and (ii) agrees to deliver or cause to be delivered to the Administrative Agent any and all Pledged Debt Securities (other than promissory notes and other evidences of Indebtedness issued by Persons other than the Borrower or any Subsidiary in a principal amount of less than $5,000,000), (I) on the Effective Date, in the case of any such Pledged Debt Securities owned by such Grantor on the Effective Date (including pursuant to clause (i)) and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective Date. (d) Upon delivery to the Administrative Collateral Agent, (i) any Pledged Securities shall be accompanied by undated stock powers or such other proper instruments of assignment duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Administrative Collateral Agent and by such other instruments and documents as the Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments and documents as the Administrative Collateral Agent may reasonably request. Each delivery of Pledged Securities after the Effective Date shall be accompanied by a schedule providing the information required by Schedule II with respect to such Pledged Securities; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered after the Effective Date shall be deemed attached hereto and made a part hereof as a supplement to Schedule II and any prior schedules so delivered.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (CDK Global, Inc.), Revolving Credit Agreement (CDK Global, Inc.)

Delivery of the Pledged Securities. (a) Each Grantor agrees to deliver or cause to be delivered to the Administrative Agent any and all Pledged Securities constituting (other than Pledged Equity Interests Securities that are publicly traded securities subject to a depositary such as DTC, or otherwise held through a securities intermediary) (ix) on the Effective Datedate hereof, in the case of any such Pledged Equity Interests Securities owned by such Grantor on the Effective Datedate hereof, and (iiy) promptly after the acquisition thereof (and in any event as required under the Credit Agreement), in the case of any such Pledged Equity Interests Securities acquired by such Grantor after the Effective Date. date hereof. Each Grantor acknowledges and agrees that (bi) Subject to applicable local laws in the case of Equity Interests in if any Foreign Subsidiary, each interest in any limited liability company or limited partnership controlled at any time owned by any such Grantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder shall be represented by a certificate, shall be is a “security” within the meaning of Article 8 of the Uniform Commercial Code, New York UCC and shall be is governed by Article 8 of the Uniform Commercial Code; New York UCC, such interest shall be certificated and the certificate representing such certificate interest shall be delivered to the Administrative Agent in accordance with this Section 3.02(a), and (ii) if any interest in any limited liability company or limited partnership at any time owned by such Grantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder is not a “security” within the meaning of Article 8 of the New York UCC, such Grantor shall not cause or permit such interest to be a security governed by Article 8 of the New York UCC or to be represented by a certificate unless such Grantor shall first notify the Administrative Agent and deliver such certificate to the Administrative Agent in accordance with clause (i) of this Section 3.02(a). (c) Each Grantor (i) will use commercially reasonable efforts to cause all Indebtedness for borrowed money in a principal amount of $5,000,000 or more owed to such Grantor by any other Person to be evidenced by a duly executed promissory note (x) on the date hereof, in the case of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereof, and (ii) agrees to deliver or cause to be delivered to the Administrative Agent any and all Pledged Debt Securities (other than promissory notes and other evidences of Indebtedness issued by Persons other than the Borrower or any Subsidiary in a principal amount of less than $5,000,000), (I) on the Effective Date, in the case of any such Pledged Debt Securities owned by such Grantor on the Effective Date (including pursuant to clause (i)) and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective Date. (db) Upon delivery to the Administrative Agent, (i) any Pledged Securities shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments and documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities after the Effective Date date hereof shall be accompanied by a schedule providing the information required by Schedule II with respect to such Pledged Securities; provided that failure to attach any such schedule hereto shall not affect the validity of such the pledge of such Pledged Securities. Each schedule so delivered after the Effective Date date hereof shall be deemed attached hereto and made a part hereof as a supplement to Schedule II and any prior schedules so delivered.

Appears in 2 contracts

Samples: Credit Agreement (Knowles Corp), Credit Agreement (Knowles Corp)

Delivery of the Pledged Securities. (a) Each Other than as specified in Section 4.01 of the Credit Agreement, each Grantor agrees no later than within the time periods set forth in Section 6.09 of the Credit Agreement to deliver or cause to be delivered to the Administrative Agent Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities constituting Pledged Equity Interests (i) on the Effective Date, in the case of any such Pledged Equity Interests owned by such Grantor on to the Effective Date, extent certificated and (ii) promptly after to the acquisition thereof extent required to be delivered pursuant to paragraph (and in any event as required under the Credit Agreement)b) of this Section 2.02, in the case of any such Pledged Equity Interests acquired by such Grantor after the Effective DateDebt. (b) Subject to applicable local laws in the case of Equity Interests in any Foreign Subsidiary, each interest in any limited liability company or limited partnership controlled by any Grantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code, and shall be governed by Article 8 of the Uniform Commercial Code; and such certificate shall be delivered to the Administrative Agent in accordance with Section 3.02(a). (c) Each Grantor (i) will use commercially reasonable efforts to cause all any Indebtedness for borrowed money in a with an original principal amount in excess of $5,000,000 individually or more with an aggregate principal amount in excess of $10,000,000 owed to such Grantor by any other Person to be that is evidenced by a duly executed promissory note (x) on the date hereof, in the case of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereof, and (ii) agrees to deliver or cause to be delivered to the Administrative Agent any and all Pledged Debt Securities (other than promissory notes and other evidences Collateral Agent, for the benefit of Indebtedness issued by Persons other the Secured Parties, pursuant to the terms hereof no later than the Borrower or any Subsidiary Quarterly Update Date for the quarter in a principal amount of less than $5,000,000), (I) on the Effective Date, in the case of any which such Pledged Debt Securities owned note is received by such Grantor on the Effective Date (including pursuant to clause (i)) and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective DateGrantor. (dc) Upon delivery to the Administrative Collateral Agent, (i) any Pledged Securities shall be accompanied by undated stock or security powers duly executed by the applicable Grantor in blank or other undated instruments of transfer or, to the extent reasonably satisfactory to the Administrative Agent and by such Collateral Agent, other instruments and documents as the Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments and documents as the Administrative Agent may reasonably requesttransfer. Each delivery of Pledged Securities after the Effective Date shall be accompanied by a schedule providing describing the information required by securities, which schedule shall be deemed to supplement Schedule II with respect to such Pledged Securitiesand made a part hereof; provided that the failure to attach any such schedule hereto supplement Schedule II shall not affect the validity of such pledge of such Pledged SecuritiesSecurity. Each schedule so delivered after the Effective Date shall be deemed attached hereto and made a part hereof as a supplement to Schedule II and any prior schedules so delivereddelivered (except, in each case, if and to the extent the Grantor so delivering delivers to the Collateral Agent such schedule accompanied by written notice signed by an authorized officer of such Grantor, stating that (i) such schedule is intended to replace or correct (as opposed to supplement) any prior schedule, and (ii) the reasons underlying or giving rise to such replacement or correction, as the case may be).

Appears in 1 contract

Samples: Term Loan Credit Agreement (MKS Instruments Inc)

Delivery of the Pledged Securities. (a) Each Grantor agrees to deliver or cause to The Pledged Securities shall be pledged and delivered to the Administrative Agent any Pledge Account and all the Trustee and the Trustee shall become the Entitlement Holder of a Security Entitlement to the Pledged Securities constituting Pledged Equity Interests through action by the Startec Securities Intermediary, as confirmed (in writing or electronically or otherwise in accordance with standard industry practice) to the Trustee by the Startec Securities Intermediary (i) on indicating by book-entry that the Effective DatePledged Securities and all Security Entitlements thereto have been credited to the Pledge Account, in the case of any such Pledged Equity Interests owned by such Grantor on the Effective Date, and or (ii) promptly after acquiring the acquisition thereof (Pledged Securities and in any event as required under all Security Entitlements thereto for the Credit Agreement), in Trustee and accepting the case of any such Pledged Equity Interests acquired by such Grantor after same for credit to the Effective DatePledge Account. (b) Prior to or concurrently with the execution and delivery hereof and prior to the transfer to the Trustee of the Pledged Securities (or acquisition by the Trustee of any Security Entitlement thereto), as provided in subsection (a) of this Section 3, the Trustee and the Startec Securities Intermediary shall establish the Pledge Account on the books of the Startec Securities Intermediary as a Securities Account segregated from all other custodial or collateral accounts such account to be maintained either (i) directly at its offices located at 40 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or (ii) through a "Securities Account" maintained by the Startec Securities Intermediary at the FRBR, as Securities Intermediary. Upon transfer of the Pledged Securities to the Trustee (or the Trustee's acquisition of a Security Entitlements thereto), as confirmed to the Startec Securities Intermediary by FRBR or another Securities Intermediary, the Startec Securities Intermediary shall make appropriate book entries indicating that the Pledged Securities and/or such Security Entitlement have been credited to and are held in the Pledge Account. Subject to applicable local laws the other terms and conditions of this Pledge Agreement, all funds or other property held by the Trustee pursuant to this Pledge Agreement shall be held in the case of Equity Interests Pledge Account or the Cash Collateral Account subject (except as expressly provided in any Foreign SubsidiarySection 6 hereof) to the exclusive dominion and control (including, each interest in any limited liability company or limited partnership controlled by any Grantor (or by such Grantor and one or more other Loan Partieswithout limitation, Securities Control) and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code, Trustee and shall be governed by Article 8 exclusively for the benefit of the Uniform Commercial Code; Trustee and such certificate shall be delivered to for the Administrative Agent in accordance with Section 3.02(a)ratable benefit of the Holders of the Notes and segregated from all other funds or other property otherwise held by the Trustee. (c) Each Grantor (i) will use commercially reasonable efforts to cause all Indebtedness for borrowed money in a principal amount of $5,000,000 or more owed to such Grantor by any other Person to All Collateral shall be evidenced by a duly executed promissory note (x) on the date hereof, retained in the case of any such Indebtedness existing on Pledge Account or the date hereof or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereof, and (ii) agrees to deliver or cause to be delivered Cash Collateral Account pending disbursement pursuant to the Administrative Agent any and all Pledged Debt Securities (other than promissory notes and other evidences of Indebtedness issued by Persons other than the Borrower or any Subsidiary in a principal amount of less than $5,000,000), (I) on the Effective Date, in the case of any such Pledged Debt Securities owned by such Grantor on the Effective Date (including pursuant to clause (i)) and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective Dateterms hereof. (d) Upon Concurrently with the execution and delivery of this Pledge Agreement, the Trustee is delivering to the Administrative Agent, (i) any Pledged Securities shall be accompanied by undated stock powers Pledgor and the Initial Purchasers a duly executed by certificate, in the applicable Grantor in blank form of Exhibit A hereto, of an officer of the Trustee, confirming the Trustee's establishment and maintenance of the Pledge Account with the Startec Securities Intermediary and its receipt and holding of the Pledge Securities or other undated instruments of transfer reasonably satisfactory to a Security Entitlement thereto and the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request and (ii) all other property comprising part crediting of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed by Securities or such Security Entitlement to the applicable Grantor Pledge Account, all in blank accordance with this Pledge Agreement. (e) Concurrently with the execution and such other instruments and documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities after this Pledge Agreement, the Effective Date shall be accompanied by a schedule providing Pledgor is delivering to the information required by Schedule II Trustee an opinion of the Accounting Firm substantially in the form of Exhibit B hereto. (f) Concurrently with respect the execution and delivery of this Pledge Agreement, the Pledgor is delivering to such Pledged Securities; provided that failure to attach any such schedule hereto shall not affect the validity Trustee financing statements in form acceptable for filing under the UCC of such pledge the State of such Pledged Securities. Each schedule so delivered after New York, the Effective Date shall be deemed attached hereto State of Maryland, and made a part hereof as a supplement to Schedule II and any prior schedules so deliveredthe Commonwealth of Virginia, covering the Collateral described in this Pledge Agreement.

Appears in 1 contract

Samples: Collateral Pledge and Security Agreement (Startec Global Holdings Corp)

Delivery of the Pledged Securities. (a) Each Subject to Section 3.01(e) and Section 6.17 of the Credit Agreement, each Grantor agrees to deliver or cause to be delivered to the Administrative Agent any and all Pledged Securities constituting Pledged Equity Interests (i) Agent, for the benefit of the Secured Parties, on the Effective Date, Closing Date (or on the date on which such Grantor signs and delivers its first Security Agreement Supplement (in the case of any such Pledged Equity Interests owned Grantor other than a Closing Date Grantor)), or if acquired after the Closing Date, within 60 days after receipt by such Grantor on (or, in each case, such longer period as the Effective DateAdministrative Agent may agree in its reasonable discretion), any and all (i) Pledged Equity to the extent certificated and (ii) promptly after to the acquisition thereof extent required to be delivered pursuant to paragraph (and in any event as required under the Credit Agreement)b) of this Section 2.02, in the case of any such Pledged Equity Interests acquired by such Grantor after the Effective DateDebt. (b) Subject to applicable local laws in the case of Equity Interests in any Foreign SubsidiarySection 3.01(e), each interest in Grantor will cause any limited liability company or limited partnership controlled by any Grantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code, and shall be governed by Article 8 of the Uniform Commercial Code; and such certificate shall be delivered to the Administrative Agent in accordance with Section 3.02(a). (c) Each Grantor (i) will use commercially reasonable efforts to cause all Indebtedness for borrowed money in a having an aggregate principal amount in excess of $5,000,000 or more 15,000,000 owed to such Grantor by any Person (other Person to be than a Loan Party) that is evidenced by a duly executed promissory note (x) on the date hereof, in the case of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereof, and (ii) agrees to deliver or cause to be pledged and delivered (pursuant to the requirements of paragraph (a) of this Section 2.02) to the Administrative Agent any and all Pledged Debt Securities (other than promissory notes and other evidences Agent, for the benefit of Indebtedness issued by Persons other than the Borrower or any Subsidiary in a principal amount of less than $5,000,000)Secured Parties, (I) on the Effective Date, in the case of any such Pledged Debt Securities owned by such Grantor on the Effective Date (including pursuant to clause (i)) and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective Dateterms hereof. (dc) Upon delivery to the Administrative Agent, (i) any Pledged Securities shall be accompanied by undated stock powers or security powers, as applicable, duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request and (ii) all other property comprising part than instruments or documents governed by or requiring actions in any non-United States jurisdiction related to Equity Interests of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments and documents as the Administrative Agent may reasonably requestForeign Subsidiaries). Each delivery of Pledged Securities after the Effective Date shall be accompanied by a schedule providing describing the information required by securities, which schedule shall be deemed to supplement Schedule II with respect to such Pledged SecuritiesIV and made a part hereof; provided that failure to attach any such schedule hereto supplement Schedule IV shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered after the Effective Date shall be deemed attached hereto and made a part hereof as a supplement to Schedule II and any prior schedules so delivered. (d) The pledge and security interest granted in Section 2.01 are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Pledged Collateral.

Appears in 1 contract

Samples: First Lien Credit Agreement (Option Care Health, Inc.)

Delivery of the Pledged Securities. (a) As of the Closing Date, each Grantor has delivered or caused to be delivered to the Administrative Agent, for the benefit of the Secured Parties, any and all Pledged Equity evidenced by a certificate and, to the extent required to be delivered pursuant to Section 2.02(b) below, any and all Pledged Debt. Each Grantor agrees promptly (but in any event within 10 Business Days after receipt by such Grantor or such longer period as the Administrative Agent may agree in its reasonable discretion) to deliver or cause to be delivered to the Administrative Agent Agent, for the benefit of the Secured Parties, any and all Pledged Securities constituting Pledged Equity Interests (i) on the Effective Date, in the case of any such Pledged Equity Interests owned by such Grantor on the Effective Date, and (ii) promptly acquired after the acquisition thereof (and in any event as Closing Date that is evidenced by a certificate and, to the extent required under the Credit Agreementto be delivered pursuant to Section 2.02(b), in the case of any such and all Pledged Equity Interests Debt acquired by such Grantor after the Effective Closing Date. (b) Subject to applicable local laws in the case of Equity Interests in any Foreign Subsidiary, each interest in any limited liability company or limited partnership controlled by any Grantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code, and shall be governed by Article 8 of the Uniform Commercial Code; and such certificate shall be delivered to the Administrative Agent in accordance with Section 3.02(a). (c) Each Grantor (i) will use commercially reasonable efforts to cause all any Indebtedness for borrowed money in a having an aggregate principal amount in excess of $5,000,000 or more owed to such Grantor by any other Person to be that is evidenced by a duly executed promissory note (x) on the date hereof, in the case of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereof, and (ii) agrees to deliver or cause constituting a negotiable instrument to be pledged and delivered to the Administrative Agent any and all Pledged Debt Securities (other than promissory notes and other evidences Agent, for the benefit of Indebtedness issued by Persons other than the Borrower or any Subsidiary in a principal amount of less than $5,000,000)Secured Parties, (I) on the Effective Date, in the case of any such Pledged Debt Securities owned by such Grantor on the Effective Date (including pursuant to clause (i)) and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective Dateterms hereof. (dc) Upon delivery to the Administrative Agent, (i) any Pledged Securities shall be accompanied by undated stock powers or security powers, endorsements or allonges duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Administrative Agent and by such (other than instruments and or documents as the Administrative Agent may reasonably request and (ii) all other property comprising part requiring actions in any non-U.S. jurisdiction related to Equity Interests of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments and documents as the Administrative Agent may reasonably requestForeign Subsidiaries). Each delivery of Pledged Securities after the Effective Date shall be accompanied by a schedule providing describing the information required by Pledged Securities, which schedule shall be deemed to supplement Schedule II with respect to such Pledged Securitiesand made a part hereof; provided that failure to attach any such schedule hereto supplement Schedule II shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered after the Effective Date shall be deemed attached hereto and made a part hereof as a supplement to Schedule II and any prior schedules so delivered.

Appears in 1 contract

Samples: First Lien Security Agreement (Jason Industries, Inc.)

Delivery of the Pledged Securities. (a) As of the Closing Date, each Grantor has delivered or caused to be delivered to the Agent, for the benefit of the Secured Parties, any and all Pledged Equity evidenced by a certificate and, to the extent required to be delivered pursuant to Section 2.02(b), any and all Pledged Debt evidenced by a promissory note or other instrument. Each Grantor agrees promptly (but in any event within 10 Business Days after receipt by such Grantor or such longer period as the Agent may agree in its reasonable discretion) to deliver or cause to be delivered to the Administrative Agent Agent, for the benefit of the Secured Parties, any and all Pledged Securities constituting Pledged Equity Interests (i) on the Effective Date, in the case of any such Pledged Equity Interests owned by such Grantor on the Effective Date, and (ii) promptly acquired after the acquisition thereof (and in any event as Closing Date that is evidenced by a certificate and, to the extent required under the Credit Agreementto be delivered pursuant to Section 2.02(b), in the case of any such and all Pledged Equity Interests Debt acquired by such Grantor after the Effective DateClosing Date that is evidenced by a promissory note or other instrument. (b) Subject to applicable local laws Each Grantor will cause any promissory note or other instrument having a principal amount in excess of $500,000 individually, or $1,000,000 in the case of Equity Interests in any Foreign Subsidiaryaggregate for all such promissory notes and other instruments held by the Grantors, each interest in any limited liability company or limited partnership controlled by any Grantor (or by such Grantor to be pledged and one or more other Loan Parties) and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code, and shall be governed by Article 8 of the Uniform Commercial Code; and such certificate shall be delivered to the Administrative Agent in accordance with Section 3.02(a)Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Each Grantor (i) will use commercially reasonable efforts to cause all Indebtedness for borrowed money in a principal amount of $5,000,000 or more owed to such Grantor by any other Person to be evidenced by a duly executed promissory note (x) on the date hereof, in the case of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereof, and (ii) agrees to deliver or cause to be delivered to the Administrative Agent any and all Pledged Debt Securities (other than promissory notes and other evidences of Indebtedness issued by Persons other than the Borrower or any Subsidiary in a principal amount of less than $5,000,000), (I) on the Effective Date, in the case of any such Pledged Debt Securities owned by such Grantor on the Effective Date (including pursuant to clause (i)) and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective Date. (d) Upon delivery to the Administrative Agent, (i) any Pledged Securities shall be accompanied by undated stock powers or security powers, endorsements or allonges duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments and documents as the Administrative Agent may reasonably requestAgent. Each delivery of Pledged Securities after the Effective Date shall be accompanied by a schedule providing describing the information required by Schedule II with respect to such Pledged Securities, which schedule shall be deemed to supplement Schedule I and made a part hereof; provided that failure to attach any such schedule hereto supplement Schedule I shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered after the Effective Date shall be deemed attached hereto and made a part hereof as a supplement to Schedule II and any prior schedules so delivered. (d) With respect to any Uncertificated Security that constitutes Pledged Equity (other than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), each Grantor shall cause the issuer of such Uncertificated Security to duly authorize, execute, and deliver to the Agent, an agreement for the benefit of the Agent and the other Secured Parties substantially in the form of Exhibit F (appropriately completed to the satisfaction of the Agent and with such modifications, if any, as shall be reasonably satisfactory to the Agent) pursuant to which such issuer agrees to comply with any and all instructions originated by the Agent (to the extent required hereunder) without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security (and any Limited Liability Company Interest or Partnership Interest issued by such issuer) originated by any other Person other than a court of competent jurisdiction.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Smart Sand, Inc.)

Delivery of the Pledged Securities. (a) Each Grantor Credit Party represents and warrants that each certificate, agreement or instrument with a face amount or attributable value of at least $500,000 representing or evidencing the Pledged Securities in existence on the date hereof (other than any promissory note or other Pledged Debt with respect to any Mortgage Loan originated or acquired in the ordinary course of business) have been delivered to the Administrative Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank. For the duration of this Agreement and the other Loan Documents, each Credit Party agrees promptly (and in any event within twenty (20) days after receipt thereof) to deliver or cause to be delivered to the Administrative Agent any and all Pledged Securities constituting each certificate, agreement or instrument representing or evidencing the Pledged Equity Interests and all debt securities and promissory notes constituting Pledged Debt (i) on the Effective Dateother than, at any time that no Default or Event of Default has occurred and is continuing, any promissory note or other Pledged Debt with respect to any Mortgage Loan originated or acquired in the case ordinary course of any such Pledged Equity Interests owned by such Grantor on the Effective Date, and (ii) promptly after the acquisition thereof (and in any event as required under the Credit Agreementbusiness), in each case if the case face amount or attributable value thereof is at least $500,000. Notwithstanding the foregoing, certificated Pledged Securities representing the Equity Interest of any such Pledged Equity Interests acquired by such Grantor after the Effective Date. (b) Subject a Subsidiary required to applicable local laws in the case of Equity Interests in any Foreign Subsidiary, each interest in any limited liability company or limited partnership controlled by any Grantor (or by such Grantor and one or more other Loan Parties) and be pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code, and shall be governed by Article 8 of the Uniform Commercial Code; and such certificate shall be delivered to the Administrative Agent in accordance with Section 3.02(a)irrespective of the face amount or attributable value thereof. (c) Each Grantor (i) will use commercially reasonable efforts to cause all Indebtedness for borrowed money in a principal amount of $5,000,000 or more owed to such Grantor by any other Person to be evidenced by a duly executed promissory note (x) on the date hereof, in the case of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereof, and (ii) agrees to deliver or cause to be delivered to the Administrative Agent any and all Pledged Debt Securities (other than promissory notes and other evidences of Indebtedness issued by Persons other than the Borrower or any Subsidiary in a principal amount of less than $5,000,000), (I) on the Effective Date, in the case of any such Pledged Debt Securities owned by such Grantor on the Effective Date (including pursuant to clause (i)) and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective Date. (db) Upon delivery to the Administrative Agent, : (i) any Pledged Securities shall be accompanied by undated stock or other transfer powers duly executed by the applicable Grantor in blank or other undated instruments of transfer sufficient to effect the transfer of such Pledged Securities and otherwise reasonably satisfactory to the Administrative Agent and by such other instruments and documents as the Required Lenders (acting through the Administrative Agent Agent) may reasonably request and (ii) all other property comprising part of the Pledged Collateral Securities shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank Credit Party sufficient to effect the transfer of such other property and such other instruments and or documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities after the Effective Date shall be accompanied by a schedule providing the information required by Schedule II with respect to describing such Pledged Securities, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof; provided provided, that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered after the Effective Date shall be deemed attached hereto and made a part hereof as a supplement to Schedule II and any prior schedules so delivered. (c) If any Credit Party shall, as a result of its ownership of the Pledged Equity Interests, become entitled to receive or shall receive a membership certificate (including, without limitation, any certificate representing a distribution in connection with any reclassification, increase or reduction of capital, or any certificate issued in connection with any reorganization), options or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any of such Pledged Equity Interests, or otherwise in respect thereof, such Credit Party shall accept the same as the Secured Parties’ agent, hold the same in trust for the Secured Parties and deliver the same forthwith to the Administrative Agent, on behalf of the Secured Parties, in the exact form received, duly endorsed by such Credit Party in blank, together with an undated membership interest power covering such certificate duly executed in blank, to be held by the Administrative Agent, on behalf of the Secured Parties, hereunder as additional security for the Secured Obligations. Any sums paid upon or in respect of Pledged Equity Interests upon the liquidation or dissolution of the issuer thereof shall be paid over to the Administrative Agent, on behalf of the Secured Parties, to be promptly applied by it pursuant to Section 5.02. If any sums of money or property so paid or distributed in respect of Pledged Securities shall be received by any Credit Party, such Credit Party shall, until such money or property is paid or delivered to the Administrative Agent, on behalf of the Secured Parties, hold such money or property in trust for the Administrative Agent, on behalf of the Secured Parties, segregated from other funds of such Credit Party, as additional security for the Secured Obligations.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Walker & Dunlop, Inc.)

Delivery of the Pledged Securities. (a) Each Grantor agrees agrees, to the extent not otherwise required by a Foreign Pledge Agreement or prohibited by applicable law, promptly to deliver or cause to be delivered to the Administrative Collateral Agent any and all certificates constituting Pledged Securities constituting Pledged Equity Interests (i) on other than such certificates previously delivered to the Effective Date, in the case of any such Pledged Equity Interests owned by such Grantor on the Effective Date, and (ii) promptly after the acquisition thereof (and in any event as required under the Credit AgreementCollateral Agent), in the case of any such Pledged Equity Interests acquired by such Grantor after the Effective Date. (b) Subject to applicable local laws in the case of Equity Interests in any Foreign Subsidiary, each interest in any limited liability company or limited partnership controlled by any Grantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code, and shall be governed by Article 8 of the Uniform Commercial Code; and such certificate shall be delivered to the Administrative Agent in accordance with Section 3.02(a). (c) Each Grantor (i) will use commercially reasonable efforts to cause all Indebtedness for borrowed money in a principal amount of $5,000,000 or more owed to such Grantor by any other Person to be evidenced by a duly executed promissory note (x) on the date hereof, in the case of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereof, and (ii) agrees to deliver or cause to be delivered to the Administrative Agent any and all Pledged Debt Securities (other than promissory notes and other evidences of Indebtedness issued by Persons other than the Borrower or any Subsidiary in a principal amount of less than $5,000,000), (I) on the Effective Date, in the case of any such Pledged Debt Securities owned by such Grantor on the Effective Date (including pursuant to clause (i)) and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective Date. (d) Upon delivery to the Administrative Collateral Agent, (i) any certificates constituting Pledged Securities shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Administrative Collateral Agent and by such other instruments and documents as the Administrative Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments and or documents as the Administrative Collateral Agent may reasonably request. Each delivery of Pledged Securities after the Effective Date shall be accompanied by a schedule providing describing the information required by securities, which schedule shall be attached hereto as Schedule II with respect to such Pledged Securitiesand made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered after the Effective Date shall be deemed attached hereto and made a part hereof as a supplement to Schedule II and any prior schedules so delivered. (c) If the charter, by-laws or any other organizational document of an issuer of Pledged Stock restricts the transfer of such Pledged Stock and such issuer is a wholly owned Subsidiary, then the applicable Grantor shall deliver to the Collateral Agent a certified copy of a resolution of the directors or shareholders of such issuer consenting to the transfer(s) contemplated by this Agreement, including any prospective transfer of such Pledged Stock and any other related Collateral by the Collateral Agent or any Secured Party upon a realization on the security constituted hereby in accordance with this Agreement.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Symbol Technologies Inc)

Delivery of the Pledged Securities. (a) Each Grantor agrees promptly, and in any event within thirty (30) days after such Grantor obtains actual possession thereof, to deliver or cause to be delivered to the Administrative Collateral Agent any and all Pledged Securities constituting Pledged Equity Interests (i) on the Effective Date, in the case of any such Pledged Equity Interests owned by such Grantor on the Effective Date, and (ii) promptly after the acquisition thereof (and in any event as required under the Credit Agreement), in the case of any such Pledged Equity Interests acquired by such Grantor after the Effective DateSecurities. (b) Subject to applicable local laws in the case of Equity Interests in any Foreign Subsidiary, each interest in any limited liability company or limited partnership controlled by any Grantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code, and shall be governed by Article 8 of the Uniform Commercial Code; and such certificate shall be delivered to the Administrative Agent in accordance with Section 3.02(a). (c) Each Grantor (i) will use commercially reasonable efforts to cause all any Indebtedness for borrowed money in a principal amount excess of $5,000,000 or more 500,000 owed to such Grantor by any other Person to be evidenced by a duly executed promissory note (x) on the date hereof, in the case of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereof, that is pledged and (ii) agrees to deliver or cause to be delivered to the Administrative Collateral Agent any and all Pledged Debt Securities (other than promissory notes and other evidences of Indebtedness issued by Persons other than the Borrower or any Subsidiary in a principal amount of less than $5,000,000), (I) on the Effective Date, in the case of any such Pledged Debt Securities owned by such Grantor on the Effective Date (including pursuant to clause (i)) and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective Dateterms hereof. (dc) Upon delivery to the Administrative Collateral Agent, (i) any Pledged Securities shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or other undated appropriate instruments of transfer reasonably satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request duly executed in blank, if applicable and (ii) all other property comprising part of the Pledged Securities Collateral delivered pursuant to the terms of this Agreement shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor. (d) Each Grantor agrees that if it shall at any time acquire any Pledged Equity Interests of a Significant Foreign Subsidiary that is a “significant subsidiary” (as defined in blank and Rule 1-02(w) of Regulation S-X under the Securities Act), such other instruments and documents as Grantor shall enter into a Foreign Pledge Agreement in favor of the Administrative Collateral Agent may reasonably request. Each delivery of Pledged Securities after the Effective Date shall be accompanied by a schedule providing the information required by Schedule II with respect to such Pledged Securities; provided that failure Equity Interests. Notwithstanding anything in this Agreement to attach the contrary, in addition to the filing of financing statements under the UCC with respect to each Grantor, the only actions required to be taken by any such schedule hereto shall not affect Grantor to perfect in the validity of such pledge of such Pledged Securities. Each schedule so delivered after the Effective Date Equity Interests issued by any Significant Foreign Subsidiary which have been pledged pursuant to any Foreign Pledge Agreement shall be deemed attached hereto and made a part hereof as a supplement to Schedule II and any prior schedules so deliveredset forth in such Foreign Pledge Agreement.

Appears in 1 contract

Samples: Collateral Agreement (Blockbuster Inc)

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Delivery of the Pledged Securities. (a) Each As of the Closing Date, each Grantor has delivered or caused to be delivered to the First Lien Administrative Agent, for the benefit of the Secured Parties, any and all Pledged Equity evidenced by a certificate and, to the extent required to be delivered pursuant to Section 2.02(b) below, any and all Pledged Debt. After the Discharge of the First Lien Credit Agreement Obligations and subject to the terms of any Parity Intercreditor Agreement (if any), each Grantor agrees promptly (but in any event within 10 Business Days after receipt by such Grantor or such longer period as the Administrative Agent may agree in its reasonable discretion) to deliver or cause to be delivered to the Administrative Agent (subject to the Intercreditor Agreements), for the benefit of the Secured Parties, any and all Pledged Securities constituting Pledged Equity Interests (i) on the Effective Date, in the case of any such Pledged Equity Interests owned by such Grantor on the Effective Date, and (ii) promptly acquired after the acquisition thereof (and in any event as Closing Date that is evidenced by a certificate and, to the extent required under the Credit Agreementto be delivered pursuant to Section 2.02(b), in the case of any such and all Pledged Equity Interests Debt acquired by such Grantor after the Effective Closing Date. (b) Subject to applicable local laws in the case of Equity Interests in any Foreign Subsidiary, each interest in any limited liability company or limited partnership controlled by any Grantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code, and shall be governed by Article 8 of the Uniform Commercial Code; and such certificate shall be delivered to the Administrative Agent in accordance with Section 3.02(a). (c) Each Grantor (i) will use commercially reasonable efforts to cause all any Indebtedness for borrowed money in a having an aggregate principal amount in excess of $5,000,000 or more owed to such Grantor by any other Person to be that is evidenced by a duly executed promissory note (x) on constituting a negotiable instrument to be pledged and, after the date hereof, in Discharge of First Lien Credit Agreement Obligations and subject to the case terms of any such Indebtedness existing on the date hereof or Parity Intercreditor Agreement (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereofif any), and (ii) agrees to deliver or cause to be delivered to the Administrative Agent any and all Pledged Debt Securities (other than promissory notes and other evidences Agent, for the benefit of Indebtedness issued by Persons other than the Borrower or any Subsidiary in a principal amount of less than $5,000,000)Secured Parties, (I) on the Effective Date, in the case of any such Pledged Debt Securities owned by such Grantor on the Effective Date (including pursuant to clause (i)) and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective Dateterms hereof. (dc) Upon delivery to the Administrative Agent, (i) any Pledged Securities shall be accompanied by undated stock powers or security powers, endorsements or allonges duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Administrative Agent and by such (other than instruments and or documents as the Administrative Agent may reasonably request and (ii) all other property comprising part requiring actions in any non-U.S. jurisdiction related to Equity Interests of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments and documents as the Administrative Agent may reasonably requestForeign Subsidiaries). Each delivery of Pledged Securities after the Effective Date shall be accompanied by (and to the extent such delivery is to an agent or representative other than the Administrative Agent pursuant to the terms of the Intercreditor Agreements, the Borrower shall separately deliver) a schedule providing describing the information required by Pledged Securities, which schedule shall be deemed to supplement Schedule II with respect to such Pledged Securitiesand made a part hereof; provided that failure to attach any such schedule hereto supplement Schedule II shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered after the Effective Date shall be deemed attached hereto and made a part hereof as a supplement to Schedule II and any prior schedules so delivered.

Appears in 1 contract

Samples: Second Lien Security Agreement (Jason Industries, Inc.)

Delivery of the Pledged Securities. (a) As of the Closing Date, each Grantor has delivered or caused to be delivered to the Collateral Agent, for the benefit of the Secured Parties, any and all certificates (if any) representing Pledged Equity constituting certificated securities and, to the extent required to be delivered pursuant to Section 2.02(b) below, any and all Pledged Debt evidenced by a promissory note or other instrument. Each Grantor agrees promptly (and in any event, within ten (10) Business Days after receipt by such Grantor or such longer period as the Collateral Agent may agree) to deliver or cause to be delivered to the Administrative Agent Collateral Agent, for the benefit of the Secured Parties, any and all certificates (if any) representing Pledged Equity acquired after the Closing Date and, to the extent required to be delivered pursuant to Section 2.02(b) below, any and all Pledged Securities constituting Pledged Equity Interests (i) on the Effective Date, in the case of any such Pledged Equity Interests owned by such Grantor on the Effective Date, and (ii) promptly Debt acquired after the acquisition thereof (and in any event as required under the Credit Agreement), in the case of any such Pledged Equity Interests acquired Closing Date that is evidenced by such Grantor after the Effective Datea promissory note or other instrument. (b) Subject to applicable local laws in the case of Equity Interests in any Foreign Subsidiary, each interest in any limited liability company or limited partnership controlled by any Grantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code, and shall be governed by Article 8 of the Uniform Commercial Code; and such certificate shall be delivered to the Administrative Agent in accordance with Section 3.02(a). (c) Each Grantor (i) will use commercially reasonable efforts to cause all Indebtedness for borrowed money in a principal amount of $5,000,000 or more any Pledged Debt owed to such Grantor by any other Person to be that is evidenced by a duly executed promissory note (x) on the date hereof, or other instrument having an individual principal amount in the case excess of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereof, and (ii) agrees to deliver or cause $10,000,000 to be delivered to the Administrative Agent any and all Pledged Debt Securities (other than promissory notes and other evidences Collateral Agent, for the benefit of Indebtedness issued by Persons other than the Borrower or any Subsidiary in a principal amount of less than $5,000,000)Secured Parties, (I) on the Effective Date, in the case of any such Pledged Debt Securities owned by such Grantor on the Effective Date (including pursuant to clause (i)) and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective Dateterms hereof. (dc) Upon delivery to the Administrative Collateral Agent, (i) any Pledged Securities shall be accompanied by undated stock powers or security powers, endorsements or allonges duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Administrative Collateral Agent and by such (other than instruments and or documents as the Administrative Agent may reasonably request and (ii) all other property comprising part requiring actions in any non-U.S. jurisdiction related to Equity Interests of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments and documents as the Administrative Agent may reasonably requestForeign Subsidiaries). Each delivery of Pledged Securities after the Effective Date shall be accompanied by a schedule providing describing the information required by Pledged Securities, which schedule shall be deemed to supplement Schedule II with respect to such Pledged Securitiesand made a part hereof; provided that failure to attach any such schedule hereto supplement Schedule II shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered after the Effective Date shall be deemed attached hereto and made a part hereof as a supplement to Schedule II and any prior schedules so delivered.

Appears in 1 contract

Samples: Security Agreement (Avantor, Inc.)

Delivery of the Pledged Securities. (a) Each The Grantor agrees to deliver or cause to be delivered to the Administrative Agent any and all Pledged Securities constituting Equity Interests (other than Pledged Equity Interests issued by limited liability companies or partnerships that are not certificated pursuant to the last sentence of this Section 3.02(a)) (ix) on the Effective Datedate hereof, in the case of any such Pledged Equity Interests owned by such the Grantor on the Effective Datedate hereof, and (iiy) promptly after the acquisition thereof (and in any event as required under the Credit Agreement), in the case of any such Pledged Equity Interests acquired by such the Grantor after the Effective Date. date hereof. The Grantor acknowledges and agrees that (bi) Subject to applicable local laws in the case of Equity Interests in extent any Foreign Subsidiary, each interest in any limited liability company or limited partnership controlled now or in the future by any the Grantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder shall be represented by a certificate, shall be is a “security” within the meaning of Article 8 of the Uniform Commercial Code, New York UCC and shall be is governed by Article 8 of the Uniform Commercial CodeNew York UCC, such interest shall be certificated; and such certificate shall be delivered to the Administrative Agent in accordance with this Section 3.02(a) and (ii) each such interest shall at all times hereafter continue to be such a security and represented by such certificate. The Grantor further acknowledges and agrees that with respect to any interest in any limited liability company or partnership controlled now or in the future by the Grantor and pledged hereunder that is not a “security” within the meaning of Article 8 of the New York UCC, the terms of such interest shall at no time provide that such interest is a “security” within the meaning of Article 8 of the New York UCC, nor shall such interest be represented by a certificate, unless the Grantor provides prior written notification to the Administrative Agent that the terms of such interest so provide that such interest is a “security” within the meaning of Article 8 of the New York UCC and such interest is thereafter represented by a certificate; and such certificate shall be delivered to the Administrative Agent in accordance with this Section 3.02(a). (cb) Each The Grantor (i) will use commercially reasonable efforts to cause (A) all Indebtedness for borrowed money owed to the Grantor by any Affiliate and (B) all Indebtedness for borrowed money (other than Cash Equivalents) in a principal amount in excess of $5,000,000 or more the Threshold Amount owed to such the Grantor by any other Person to be evidenced by a duly executed promissory note (x) on the date hereof, in the case of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereof, and (ii) agrees to deliver or cause to be delivered to the Administrative Agent any and all Pledged Debt Securities (other than promissory notes and other evidences of Indebtedness issued by Persons other than the Borrower or any Subsidiary in a principal amount of less than $5,000,000the Threshold Amount and Cash Equivalents), (I) on the Effective Datedate hereof, in the case of any such Pledged Debt Securities owned by such the Grantor on the Effective Date date hereof (including pursuant to clause (i)) and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective Datedate hereof. (dc) Upon delivery to the Administrative Agent, (i) any Pledged Securities shall be accompanied by undated stock or security powers duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments and documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities after the Effective Date date hereof shall be accompanied by a schedule providing the information required by Schedule II I with respect to such Pledged Securities; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered after the Effective Date date hereof shall be deemed attached hereto and made a part hereof as a supplement to Schedule II I and any prior schedules so delivered.

Appears in 1 contract

Samples: Pledge and Security Agreement (Madison Square Garden Entertainment Corp.)

Delivery of the Pledged Securities. (a) As of the Closing Date, each Grantor has delivered or caused to be delivered to the Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Equity evidenced by a certificate and, to the extent required to be delivered pursuant to Section 2.02(b) below, any and all Pledged Debt evidenced by a promissory note or other instrument. Each Grantor agrees promptly (but in any event within 10 Business Days after receipt by such Grantor or such longer period as the Collateral Agent may agree in its reasonable discretion) to deliver or cause to be delivered to the Administrative Agent Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities constituting Pledged Equity Interests (i) on the Effective Date, in the case of any such Pledged Equity Interests owned by such Grantor on the Effective Date, and (ii) promptly acquired after the acquisition thereof (Closing Date that is evidenced by a certificate and, to the extent required to be delivered pursuant to Section 2.02(b) below, any and in any event as required under the Credit Agreement), in the case of any such all Pledged Equity Interests Debt acquired by such Grantor after the Effective DateClosing Date that is evidenced by a promissory note or other instrument. (b) Subject to applicable local laws Each Grantor will cause any promissory note or other instrument having a principal amount in excess of $500,000 individually, or $1,000,000 in the case of Equity Interests in any Foreign Subsidiaryaggregate for all such promissory notes and other instruments held by the Grantors, each interest in any limited liability company or limited partnership controlled by any Grantor (or by such Grantor to be pledged and one or more other Loan Parties) and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code, and shall be governed by Article 8 of the Uniform Commercial Code; and such certificate shall be delivered to the Administrative Agent in accordance with Section 3.02(a)Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Each Grantor (i) will use commercially reasonable efforts to cause all Indebtedness for borrowed money in a principal amount of $5,000,000 or more owed to such Grantor by any other Person to be evidenced by a duly executed promissory note (x) on the date hereof, in the case of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereof, and (ii) agrees to deliver or cause to be delivered to the Administrative Agent any and all Pledged Debt Securities (other than promissory notes and other evidences of Indebtedness issued by Persons other than the Borrower or any Subsidiary in a principal amount of less than $5,000,000), (I) on the Effective Date, in the case of any such Pledged Debt Securities owned by such Grantor on the Effective Date (including pursuant to clause (i)) and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective Date. (d) Upon delivery to the Administrative Collateral Agent, (i) any Pledged Securities shall be accompanied by undated stock powers or security powers, endorsements or allonges duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments and documents as the Administrative Agent may reasonably requestAgent. Each delivery of Pledged Securities after the Effective Date shall be accompanied by a schedule providing describing the information required by Schedule II with respect to such Pledged Securities, which schedule shall be deemed to supplement Schedule I and made a part hereof; provided that failure to attach any such schedule hereto supplement Schedule I shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered after the Effective Date shall be deemed attached hereto and made a part hereof as a supplement to Schedule II and any prior schedules so delivered. (d) With respect to any Uncertificated Security that constitutes Pledged Equity (other than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), each Grantor shall cause the issuer of such Uncertificated Security to duly authorize, execute, and deliver to the Collateral Agent, an agreement for the benefit of the Collateral Agent and the other Secured Parties substantially in the form of Exhibit F (appropriately completed to the satisfaction of the Collateral Agent and with such modifications, if any, as shall be reasonably satisfactory to the Collateral Agent) pursuant to which such issuer agrees to comply with any and all instructions originated by the Collateral Agent (to the extent required hereunder) without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security (and any Limited Liability Company Interest or Partnership Interest issued by such issuer) originated by any other Person other than a court of competent jurisdiction.

Appears in 1 contract

Samples: Credit Agreement (Smart Sand, Inc.)

Delivery of the Pledged Securities. (a) Each Grantor Credit Party represents and warrants that each certificate, agreement or instrument with a face amount or attributable value of at least $2,500,000 representing or evidencing the Pledged Securities in existence on the date hereof (other than any promissory note or other Pledged Debt with respect to any Mortgage Loan originated or acquired in the ordinary course of business) have been delivered to the Administrative Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank. For the duration of this Agreement and the other Loan Documents, each Credit Party agrees promptly (and in any event within twenty (20) days after receipt thereof) to deliver or cause to be delivered to the Administrative Agent any and all Pledged Securities constituting each certificate, agreement or instrument representing or evidencing the Pledged Equity Interests and all debt securities and promissory notes constituting Pledged Debt (i) on the Effective Dateother than, at any time that no Default or Event of Default has occurred and is continuing, any promissory note or other Pledged Debt with respect to any Mortgage Loan originated or acquired in the case ordinary course of any such Pledged Equity Interests owned by such Grantor on the Effective Date, and (ii) promptly after the acquisition thereof (and in any event as required under the Credit Agreementbusiness), in each case if the case face amount or attributable value thereof is at least $2,500,000. Notwithstanding the foregoing, certificated Pledged Securities representing the Equity Interest of any such Pledged Equity Interests acquired by such Grantor after the Effective Date. (b) Subject a Subsidiary required to applicable local laws in the case of Equity Interests in any Foreign Subsidiary, each interest in any limited liability company or limited partnership controlled by any Grantor (or by such Grantor and one or more other Loan Parties) and be pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code, and shall be governed by Article 8 of the Uniform Commercial Code; and such certificate shall be delivered to the Administrative Agent in accordance with Section 3.02(a)irrespective of the face amount or attributable value thereof. (c) Each Grantor (i) will use commercially reasonable efforts to cause all Indebtedness for borrowed money in a principal amount of $5,000,000 or more owed to such Grantor by any other Person to be evidenced by a duly executed promissory note (x) on the date hereof, in the case of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereof, and (ii) agrees to deliver or cause to be delivered to the Administrative Agent any and all Pledged Debt Securities (other than promissory notes and other evidences of Indebtedness issued by Persons other than the Borrower or any Subsidiary in a principal amount of less than $5,000,000), (I) on the Effective Date, in the case of any such Pledged Debt Securities owned by such Grantor on the Effective Date (including pursuant to clause (i)) and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective Date. (db) Upon delivery to the Administrative Agent, : (i) any Pledged Securities shall be accompanied by undated stock or other transfer powers duly executed by the applicable Grantor in blank or other undated instruments of transfer sufficient to effect the transfer of such Pledged Securities and otherwise reasonably satisfactory to the Administrative Agent and by such other instruments and documents as the Required Lenders (acting through the Administrative Agent Agent) may reasonably request and (ii) all other property comprising part of the Pledged Collateral Securities shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank Credit Party sufficient to effect the transfer of such other property and such other instruments and or documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities after the Effective Date shall be accompanied by a schedule providing the information required by Schedule II with respect to describing such Pledged Securities, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof; provided provided, that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered after the Effective Date shall be deemed attached hereto and made a part hereof as a supplement to Schedule II and any prior schedules so delivered. (c) If any Credit Party shall, as a result of its ownership of the Pledged Equity Interests, become entitled to receive or shall receive a membership certificate (including, without limitation, any certificate representing a distribution in connection with any reclassification, increase or reduction of capital, or any certificate issued in connection with any reorganization), options or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any of such Pledged Equity Interests, or otherwise in respect thereof, such Credit Party shall accept the same as the Secured Parties’ agent, hold the same in trust for the Secured Parties and deliver the same forthwith to the Administrative Agent, on behalf of the Secured Parties, in the exact form received, duly endorsed by such Credit Party in blank, together with an undated membership interest power covering such certificate duly executed in blank, to be held by the Administrative Agent, on behalf of the Secured Parties, hereunder as additional security for the Secured Obligations. Any sums paid upon or in respect of Pledged Equity Interests upon the liquidation or dissolution of the issuer thereof shall be paid over to the Administrative Agent, on behalf of the Secured Parties, to be promptly applied by it pursuant to Section 5.02. If any sums of money or property so paid or distributed in respect of Pledged Securities shall be received by any Credit Party, such Credit Party shall, until such money or property is paid or delivered to the Administrative Agent, on behalf of the Secured Parties, hold such money or property in trust for the Administrative Agent, on behalf of the Secured Parties, segregated from other funds of such Credit Party, as additional security for the Secured Obligations.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Walker & Dunlop, Inc.)

Delivery of the Pledged Securities. (a) Each Grantor Holdings agrees promptly (and in any event within 45 days after the acquisition or such longer time as the Applicable Collateral Agent shall permit in its reasonable discretion) to deliver or cause to be delivered to the Administrative Applicable Collateral Agent (acting as gratuitous bailee / agent for perfection purposes, pursuant to Section 2.12 of the ABL Intercreditor Agreement, if the Applicable Collateral Agent is not the Collateral Agent), for the benefit of the Secured Parties, any and all Pledged Securities constituting Pledged Equity Interests (i) on the Effective Date, in the case of any such Pledged Equity Interests owned by such Grantor on the Effective Date, and (ii) promptly after the acquisition thereof (and in any event as required under the Credit Agreement), in the case of any such Pledged Equity Interests acquired by such Grantor after the Effective DateSecurities. (b) Subject to applicable local laws in the case of Equity Interests in any Foreign Subsidiary, each interest in any limited liability company or limited partnership controlled by any Grantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code, and shall be governed by Article 8 of the Uniform Commercial Code; and such certificate shall be delivered to the Administrative Agent in accordance with Section 3.02(a). (c) Each Grantor (i) will use commercially reasonable efforts to cause all Indebtedness for borrowed money in a principal amount of $5,000,000 or more owed to such Grantor by any other Person to be evidenced by a duly executed promissory note (x) on the date hereof, in the case of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereof, and (ii) agrees to deliver or cause to be delivered to the Administrative Agent any and all Pledged Debt Securities (other than promissory notes and other evidences of Indebtedness issued by Persons other than the Borrower or any Subsidiary in a principal amount of less than $5,000,000), (I) on the Effective Date, in the case of any such Pledged Debt Securities owned by such Grantor on the Effective Date (including pursuant to clause (i)) and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective Date. (d) Upon delivery to the Administrative AgentApplicable Collateral Agent within the time period set forth in clause (a) above, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraph (a) of this Section 3.02 shall be accompanied by undated stock powers powers, duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Administrative Applicable Collateral Agent and by such other instruments and documents as the Administrative Applicable Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by undated proper instruments of assignment duly executed by the applicable Grantor in blank Holdings and such other instruments and or documents as the Administrative Applicable Collateral Agent may reasonably request. Each delivery of Pledged Securities after the Effective Date shall be accompanied (or promptly followed) by a schedule providing describing the information required by securities, which schedule shall be attached hereto as Schedule II with respect I (or a supplement to such Pledged SecuritiesSchedule I, as applicable) and made a part hereof; provided provided, that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered after the Effective Date shall be deemed attached hereto and made a part hereof as a to supplement to Schedule II and any prior schedules so delivered.

Appears in 1 contract

Samples: Holdings Guarantee and Pledge Agreement (Abl) (DS Services of America, Inc.)

Delivery of the Pledged Securities. (a) Each Grantor agrees to deliver or cause to be delivered to the Administrative Agent any and all Pledged Securities constituting Pledged Equity Interests (ix) on the Effective Datedate hereof (or on such later date as the Administrative Agent may, in its sole discretion, agree to in writing), in the case of any such Pledged Equity Interests owned by such Grantor on the Effective Datedate hereof, and (iiy) promptly after the acquisition thereof (and and, in any event event, as required under the Credit Agreement, or on such later date as the Administrative Agent may, in its sole discretion, agree to in writing), in the case of any such Pledged Equity Interests acquired by such Grantor after the Effective Datedate hereof. (b) Subject to applicable local laws in the case of Equity Interests in any Foreign Subsidiary, each interest in any limited liability company or limited partnership controlled by any Grantor (or by such Grantor and one or more other Loan Parties) and required to be pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code, and shall be governed by Article 8 of the Uniform Commercial Code; and such certificate shall be delivered to the Administrative Agent in accordance with Section 3.02(a). (c) Each Grantor (i) will use commercially reasonable efforts cause (A) all Indebtedness for borrowed money owed to cause such Grantor by the Borrower or any Restricted Subsidiary and (B) all Indebtedness for borrowed money in a principal amount of $5,000,000 or more owed to such Grantor by any other Person Person, in each case to be evidenced by a duly executed promissory note (x) on the date hereofhereof (or on such later date as the Administrative Agent may, in its sole discretion, agree in writing), in the case of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof (or on such later date as the Administrative Agent may, in its sole discretion, agree in writing) in the case of Indebtedness incurred after the date hereof, and (ii) agrees to deliver or cause to be delivered to the Administrative Agent any and all Pledged Debt Securities (other than promissory notes and other evidences of Indebtedness issued by Persons other than the Borrower or any Subsidiary in a principal amount of less than $5,000,000), (I) on the Effective Datedate hereof (and, in any event, as required under the Credit Agreement, or on such later date as the Administrative Agent may, in its sole discretion, agree to in writing), in the case of any such Pledged Debt Securities owned by such Grantor on the Effective Date date hereof (including pursuant to clause (i)) and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement, or on such later date as the Administrative Agent may, in its sole discretion, agree to in writing) in the case of any such Pledged Debt Securities acquired after the Effective Datedate hereof. (d) Upon delivery to the Administrative Agent, (i) any Pledged Securities shall be accompanied by undated stock powers or such other proper instruments of assignment duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments and documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities after the Effective Date date hereof shall be accompanied by a schedule providing the information required by Schedule II with respect to such Pledged Securities; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered after the Effective Date date hereof shall be deemed attached hereto and made a part hereof as a supplement to Schedule II and any prior schedules so delivered.

Appears in 1 contract

Samples: Credit Agreement (Chemours Co)

Delivery of the Pledged Securities. (a) Each Grantor agrees to The Escrow Agent shall deliver or cause to be delivered to the Administrative Agent any and all Pledged Securities constituting Pledged Equity Interests in the event of, and in accordance with, any of the following: (i) on If the Effective DatePledgees give notice to the Escrow Agent and the Pledgor that the Obligations have become immediately due and payable, which notice shall specify the amount outstanding under the Obligations, the Escrow Agent shall deliver to the Pledgees the Pledged Securities three (3) business days after receipt of such notice, unless within such period Escrow Agent receives from Pledgor, with proof of the giving of a copy thereof to Pledgees, the original canceled check, dated by the payor bank after the date of this Agreement, in the case amount not less than the principal amount of any the Debentures, indicating the respective Pledgee as the payor and endorser thereon. In such event, Escrow Agent shall continue to hold the Pledged Equity Interests owned Securities until it receives written instructions signed by such Grantor Pledgor and Pledgees directing Escrow Agent on the Effective Datedelivery or continued retention of the Pledged Securities or a judgment of the kind described in paragraph 6(a)(ii). Upon receipt of such written instructions or judgment, and Escrow Agent shall comply with the same. (ii) promptly after Upon receipt by the acquisition thereof Escrow Agent of (A) a certified judgment of a court of competent jurisdiction, together with (unless the period for appeal shall have lapsed) a waiver or waivers of the Pledgor's or the Pledgees' right or rights of appeal in form and in any event substance satisfactory to the Escrow Agent, or (B) a certified final judgment from a court of competent jurisdiction, the Escrow Agent shall deliver the Pledged Securities as required under the Credit Agreement), in the case of any such Pledged Equity Interests acquired directed by such Grantor after the Effective Datejudgment. (b) Subject If, pursuant to applicable local laws in paragraph 6(a)(i), the case of Equity Interests in any Foreign SubsidiaryPledgees have given notice that the Obligations have become immediately due and payable, each interest in any limited liability company the Escrow Agent shall not deliver or limited partnership controlled by any Grantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder shall be represented by a certificate, shall be a “security” within pay the meaning of Article 8 of the Uniform Commercial Code, and shall be governed by Article 8 of the Uniform Commercial Code; and such certificate shall be delivered to the Administrative Agent Pledged Securities except in accordance with Section 3.02(a). (cparagraph 6(a) Each Grantor (i) will use commercially reasonable efforts to cause all Indebtedness for borrowed money in a principal amount of $5,000,000 or more owed to such Grantor by any other Person to be evidenced by a duly executed promissory note (x) on the date hereof, in the case of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereof, and (ii) agrees to deliver or cause to be delivered to the Administrative Agent any and all Pledged Debt Securities (other than promissory notes and other evidences of Indebtedness issued by Persons other than the Borrower or any Subsidiary in a principal amount of less than $5,000,000), (I) on the Effective Date, in the case of any such Pledged Debt Securities owned by such Grantor on the Effective Date (including pursuant to clause (i)) and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective Date. (d) Upon delivery to the Administrative Agent, (i) any Pledged Securities shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request and (ii) all other property comprising part joint instructions of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed by Pledgees and the applicable Grantor in blank and such other instruments and documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities after the Effective Date shall be accompanied by a schedule providing the information required by Schedule II with respect to such Pledged Securities; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered after the Effective Date shall be deemed attached hereto and made a part hereof as a supplement to Schedule II and any prior schedules so deliveredPledgor.

Appears in 1 contract

Samples: Pledge and Escrow Agreement (Visijet Inc)

Delivery of the Pledged Securities. (a) Each Grantor and Foreign Grantor, as applicable, agrees promptly (but in any event with respect to Pledged Certificated Securities owned on the Closing Date, within the time period and subject to the conditions set forth in Section 4.01 of the Credit Agreement and in the case of Pledged Securities obtained after the date hereof, within 60 days after receipt by such Grantor or such longer period as the Collateral Agent may agree in its reasonable discretion) to deliver or cause to be delivered to the Administrative Agent Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities constituting Pledged Equity Interests (i) on the Effective Date, in the case of any such Pledged Equity Interests owned by such Grantor on the Effective Date, constituting Pledged Certificated Securities and (ii) promptly after to the acquisition thereof extent required to be delivered pursuant to paragraph (and in any event as required under the Credit Agreement)b) of this Section 2.02, in the case of any such Pledged Equity Interests acquired by such Grantor after the Effective DateDebt constituting Pledged Certificated Securities. (b) Subject to applicable local laws in the case of Equity Interests in any Foreign Subsidiary, each interest in any limited liability company or limited partnership controlled by any Grantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code, and shall be governed by Article 8 of the Uniform Commercial Code; and such certificate shall be delivered to the Administrative Agent in accordance with Section 3.02(a). (c) Each Grantor (i) will use commercially reasonable efforts to cause all any Indebtedness for borrowed money in a having an aggregate principal amount in excess of $5,000,000 or more 10,000,000 owed to such Grantor by any other Person to be that is evidenced by a duly executed promissory note (x) on the date hereof, in the case of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereof, and (ii) agrees to deliver or cause to be pledged and delivered to the Administrative Collateral Agent any (except to the extent already represented by and all Pledged Debt Securities (other than promissory notes and other evidences of Indebtedness issued superseded by Persons other than the Borrower or any Subsidiary in a principal amount of less than $5,000,000Intercompany Note delivered to the Collateral Agent), (I) on for the Effective Datebenefit of the Secured Parties, in the case of any such Pledged Debt Securities owned by such Grantor on the Effective Date (including pursuant to clause (i)) and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective Dateterms hereof. (dc) Upon delivery to the Administrative Collateral Agent, (i) any Pledged Certificated Securities shall be accompanied by undated stock or security powers duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Administrative Collateral Agent and by such other instruments and documents as the Administrative Collateral Agent may reasonably request (subject to the Collateral and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments and documents as the Administrative Agent may reasonably requestGuarantee Requirement). Each delivery of Pledged Certificated Securities after the Effective Date shall be accompanied by a schedule providing describing the information required by Pledged Certificated Securities, which schedule shall be deemed to supplement Schedule II with respect to such Pledged Securitiesand made a part hereof; provided that failure to attach any such schedule hereto supplement Schedule II shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered after the Effective Date shall be deemed attached hereto and made a part hereof as a supplement to Schedule II and any prior schedules so delivered.

Appears in 1 contract

Samples: Security Agreement (Bumble Inc.)

Delivery of the Pledged Securities. (a) As of the Closing Date, each Grantor has delivered or caused to be delivered to the Administrative Agent, for the benefit of the Secured Parties, any and all Pledged Equity evidenced by a certificate and, in the case of Pledged Debt, to the extent required to be delivered pursuant to Section 2.02(b) below. Each Grantor agrees promptly (but in any event within 10 Business Days after receipt by such Grantor or such longer period as the Administrative Agent may agree in its reasonable discretion) to deliver or cause to be delivered to the Administrative Agent Agent, for the benefit of the Secured Parties, any and all Pledged Securities constituting Pledged Equity Interests (i) on the Effective Date, in the case of any such Pledged Equity Interests owned by such Grantor on the Effective Date, and (ii) promptly acquired after the acquisition thereof (and in any event as required under the Credit Agreement), in the case of any such Pledged Equity Interests acquired Closing Date that is evidenced by such Grantor after the Effective Datea certificate. (b) Subject to applicable local laws in the case of Equity Interests in any Foreign Subsidiary, each interest in any limited liability company or limited partnership controlled by any Grantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code, and shall be governed by Article 8 of the Uniform Commercial Code; and such certificate shall be delivered to the Administrative Agent in accordance with Section 3.02(a). (c) Each Grantor (i) will use commercially reasonable efforts to cause all Indebtedness any indebtedness for borrowed money in a having an aggregate principal amount in excess of $5,000,000 or more 250,000 owed to such Grantor by any other Person to be that is evidenced by a duly executed promissory note (x) on the date hereof, in the case of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereof, and (ii) agrees to deliver or cause to be pledged and delivered to the Administrative Agent any and all Pledged Debt Securities (other than promissory notes and other evidences Agent, for the benefit of Indebtedness issued by Persons other than the Borrower or any Subsidiary in a principal amount of less than $5,000,000)Secured Parties, (I) on the Effective Date, in the case of any such Pledged Debt Securities owned by such Grantor on the Effective Date (including pursuant to clause (i)) and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective Dateterms hereof. (dc) Upon delivery to the Administrative Agent, (i) any Pledged Securities shall be accompanied by undated stock or security powers duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments and documents as the Administrative Agent may reasonably requestAgent. Each delivery of Pledged Securities after the Effective Date shall be accompanied by a schedule providing describing the information required by securities, which schedule shall be deemed to supplement Schedule II with respect to such Pledged Securitiesand made a part hereof; provided that failure to attach any such schedule hereto supplement Schedule II shall not affect the validity of such pledge of such Pledged SecuritiesEquity. Each schedule so delivered after the Effective Date shall be deemed attached hereto and made a part hereof as a supplement to Schedule II and any prior schedules so delivered.

Appears in 1 contract

Samples: Security Agreement (Rimini Street, Inc.)

Delivery of the Pledged Securities. (a) On the Closing Date each Grantor will deliver to the Collateral Agent all Pledged Securities, Chattel Paper and Instruments then owned by it. Each Grantor agrees promptly (but in any event within twenty days after receipt thereof by such Grantor) to deliver or cause to be delivered to the Administrative Collateral Agent any and all Pledged Securities constituting Pledged Equity Interests (i) on the Effective Date, in the case of any such Pledged Equity Interests owned acquired by such Grantor on the Effective Date, and (ii) promptly it after the acquisition thereof (and in any event as required under the Credit Agreement), in the case of any such Pledged Equity Interests acquired by such Grantor after the Effective Closing Date. (b) Subject to applicable local laws in the case of Equity Interests in any Foreign Subsidiary, each interest in any limited liability company or limited partnership controlled by any Grantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code, and shall be governed by Article 8 of the Uniform Commercial Code; and such certificate shall be delivered to the Administrative Agent in accordance with Section 3.02(a). (c) Each Grantor (i) will use commercially reasonable efforts to cause all any Indebtedness for borrowed money in a principal amount of $5,000,000 or more owed to such Grantor by any Person other Person to be than a Grantor (or any Subsidiary thereof) in principal amount in excess of $1,000,000 that is evidenced by a duly executed promissory note (x) on the date hereof, in the case of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereof, and (ii) agrees to deliver or cause to be pledged and delivered to the Administrative Collateral Agent any and all Pledged Debt Securities (other than promissory notes and other evidences of Indebtedness issued by Persons other than the Borrower or any Subsidiary in a principal amount of less than $5,000,000), (I) on the Effective Date, in the case of any such Pledged Debt Securities owned by such Grantor on the Effective Date (including pursuant to clause (i)) and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective Date.terms hereof (dc) Upon the delivery thereof to the Administrative AgentCollateral Agent by any Grantor, (i) any Pledged Securities Collateral shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Administrative Collateral Agent and by such other instruments and documents as the Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Securities Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments and documents as the Administrative Agent may reasonably requestGrantor. Each delivery of Pledged Securities after the Effective Date Collateral shall be accompanied by a schedule providing describing the information required by securities included therein, which schedule shall be attached hereto as part of Schedule II with respect to such Pledged Securities; A and made a part hereof, provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged SecuritiesSecurities Collateral. Each schedule so delivered after the Effective Date shall be deemed attached hereto and made a part hereof as a supplement to Schedule II and any prior schedules so delivered. (d) If any Pledged Collateral is or shall become evidenced or represented by an Uncertificated Security, such Grantor shall (i) cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Uncertificated Security in form and substance reasonably satisfactory to the Agents, and (ii) if necessary to perfect a security interest in such Uncertificated Security, cause such pledge to be recorded on the equity holder register or the books of the issuer, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Collateral Agent the right to transfer such Uncertificated Security under the terms hereof

Appears in 1 contract

Samples: Credit Agreement (Global Power Equipment Group Inc/)

Delivery of the Pledged Securities. (a) Each Grantor agrees promptly (but in any event within 30 days after receipt by such Grantor) to deliver or cause to be delivered to the Administrative Agent Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities constituting Pledged Equity Interests (i) on the Effective Date, in the case of any such Pledged Equity Interests owned by such Grantor on to the Effective Date, extent certificated and (ii) promptly after to the acquisition thereof extent required to be delivered pursuant to paragraph (and in any event as required under the Credit Agreement)b) of this Section 2.02, in the case of any such Pledged Equity Interests acquired by such Grantor after the Effective DateDebt. (b) Subject to applicable local laws in the case of Equity Interests in any Foreign Subsidiary, each interest in any limited liability company or limited partnership controlled by any Grantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code, and shall be governed by Article 8 of the Uniform Commercial Code; and such certificate shall be delivered to the Administrative Agent in accordance with Section 3.02(a). (c) Each Grantor (i) will use commercially reasonable efforts to cause all any Indebtedness for borrowed money in a having an aggregate principal amount in excess of $5,000,000 or more 1,000,000 in the aggregate owed to such Grantor by any other Person to be that is evidenced by a duly executed promissory note (x) on the date hereof, in the case of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereof, and (ii) agrees to deliver or cause to be pledged and delivered to the Administrative Agent any and all Pledged Debt Securities (other than promissory notes and other evidences Collateral Agent, for the benefit of Indebtedness issued by Persons other than the Borrower or any Subsidiary in a principal amount of less than $5,000,000)Secured Parties, (I) on the Effective Date, in the case of any such Pledged Debt Securities owned by such Grantor on the Effective Date (including pursuant to the terms hereof (subject, for the avoidance of doubt, to the 30 day delivery period set forth in clause (ia) above)) and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective Date. (dc) Upon delivery to the Administrative Collateral Agent, (i) any Pledged Securities shall be accompanied by undated stock or security powers duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Administrative Collateral Agent and by such other instruments and documents as the Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments and documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities after the Effective Date shall be accompanied by a schedule providing describing the information required by securities, which schedule shall be deemed to supplement Schedule II with respect to such Pledged Securitiesand made a part hereof; provided that the failure to attach any such schedule hereto supplement Schedule II shall not affect the validity of such pledge of such Pledged SecuritiesSecurity. Each schedule so delivered after the Effective Date shall be deemed attached hereto and made a part hereof as a supplement to Schedule II and any prior schedules so delivereddelivered (except, in each case, if and to the extent the Grantor so delivering delivers to the Collateral Agent such schedule accompanied by written notice signed by an authorized officer of such Grantor, stating that (i) such schedule is intended to replace or correct (as opposed to supplement) any prior schedule, and (ii) the reasons underlying or giving rise to such replacement or correction, as the case may be, were not the result of, or otherwise related to, non-compliance by any Grantor with the provisions of this Agreement, the Credit Agreement, or any other Collateral Agreement (manifest error excepted)).

Appears in 1 contract

Samples: Security Agreement (Phoenix Consulting Group, LLC)

Delivery of the Pledged Securities. (a) As of the Closing Date, each Grantor has delivered or caused to be delivered to the First Lien Administrative Agent, for the benefit of the Secured Parties, any and all Pledged Equity evidenced by a certificate and, to the extent required to be delivered pursuant to Section 2.02(b) below, any and all Pledged Debt; provided that no Grantor shall be required to take any action to perfect the interest of the Secured Parties in the Pledged Equity of Foreign Subsidiaries that are Immaterial Subsidiaries, including but not limited to delivering any pledges under the laws of any non-U.S. jurisdiction and delivering or causing to be delivered any certificates evidencing such Pledged Equity. Each Grantor agrees promptly (but in any event within 10 Business Days after receipt by such Grantor or such longer period as the Administrative Agent may agree in its reasonable discretion) to deliver or cause to be delivered to the Administrative Agent (subject to the Intercreditor Agreements), for the benefit of the Secured Parties, any and all Pledged Securities constituting Pledged Equity Interests (i) on the Effective Date, in the case of any such Pledged Equity Interests owned by such Grantor on the Effective Date, and (ii) promptly acquired after the acquisition thereof (and in any event as Closing Date that is evidenced by a certificate and, to the extent required under the Credit Agreementto be delivered pursuant to Section 2.02(b), in the case of any such and all Pledged Equity Interests Debt acquired by such Grantor after the Effective Closing Date. (b) Subject to applicable local laws in the case of Equity Interests in any Foreign Subsidiary, each interest in any limited liability company or limited partnership controlled by any Grantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code, and shall be governed by Article 8 of the Uniform Commercial Code; and such certificate shall be delivered to the Administrative Agent in accordance with Section 3.02(a). (c) Each Grantor (i) will use commercially reasonable efforts to cause all any Indebtedness for borrowed money in a having an aggregate principal amount in excess of $5,000,000 or more owed to such Grantor by any other Person to be that is evidenced by a duly executed promissory note (x) on the date hereof, in the case of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereof, and (ii) agrees to deliver or cause to be pledged and delivered to the Administrative Agent any and all Pledged Debt Securities (other than promissory notes and other evidences Agent, for the benefit of Indebtedness issued by Persons other than the Borrower or any Subsidiary in a principal amount of less than $5,000,000)Secured Parties, (I) on the Effective Date, in the case of any such Pledged Debt Securities owned by such Grantor on the Effective Date (including pursuant to clause (i)) and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective Dateterms hereof. (dc) Upon delivery to the Administrative Agent, (i) any Pledged Securities shall be accompanied by undated stock powers or security powers, endorsements or allonges duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Administrative Agent and by such (other than instruments and or documents as the Administrative Agent may reasonably request and (ii) all other property comprising part requiring actions in any non-U.S. jurisdiction related to Equity Interests of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments and documents as the Administrative Agent may reasonably requestForeign Subsidiaries). Each delivery of Pledged Securities after the Effective Date shall be accompanied by (and to the extent such delivery is to an agent or representative other than the Administrative Agent pursuant to the terms of the Intercreditor Agreements, the Borrower shall separately deliver) a schedule providing describing the information required by Pledged Securities, which schedule shall be deemed to supplement Schedule II with respect to such Pledged Securitiesand made a part hereof; provided that failure to attach any such schedule hereto supplement Schedule II shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered after the Effective Date shall be deemed attached hereto and made a part hereof as a supplement to Schedule II and any prior schedules so delivered. (d) No actions in any non-U.S. jurisdiction or required by the Laws of any non-U.S. jurisdiction shall be required in order to create any security interests in assets located, titled, registered or filed outside of the U.S. or to perfect such security interests (it being 5 understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction).

Appears in 1 contract

Samples: Second Lien Security Agreement

Delivery of the Pledged Securities. (a) Each Grantor Credit Party represents and warrants that each certificate, agreement or instrument with a face amount or attributable value of at least $5,000,000 representing or evidencing the Pledged Securities in existence on the date hereof (other than any promissory note with respect to loans and advances to officers, directors, and employees in connection with recruitment and engagement of such officers, directors, and employees that are forgivable subject to continued employment, or other Pledged Debt with respect to any Mortgage Loan originated or acquired in the ordinary course of business) have been delivered to the Administrative Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank. For the duration of this Agreement and the other Loan Documents, each Credit Party agrees promptly (and in any event within twenty (20) days after receipt thereof) to deliver or cause to be delivered to the Administrative Agent any and all Pledged Securities constituting each certificate, agreement or instrument representing or evidencing the Pledged Equity Interests and all debt securities and promissory notes constituting Pledged Debt (i) on the Effective Dateother than, at any time that no Default or Event of Default has occurred and is continuing, any promissory note with respect to loans and advances to officers, directors, and employees in connection with recruitment and engagement of such officers, directors, and employees that are forgivable subject to continued employment, or other Pledged Debt with respect to any Mortgage Loan originated or acquired in the case ordinary course of any such Pledged Equity Interests owned by such Grantor on the Effective Date, and (ii) promptly after the acquisition thereof (and in any event as required under the Credit Agreementbusiness), in each case if the case face amount or attributable value thereof is at least $5,000,000. Notwithstanding the foregoing, certificated Pledged Securities representing the Equity Interest of any such Pledged Equity Interests acquired by such Grantor after the Effective Date. (b) Subject a Subsidiary required to applicable local laws in the case of Equity Interests in any Foreign Subsidiary, each interest in any limited liability company or limited partnership controlled by any Grantor (or by such Grantor and one or more other Loan Parties) and be pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code, and shall be governed by Article 8 of the Uniform Commercial Code; and such certificate shall be delivered to the Administrative Agent in accordance with Section 3.02(a)irrespective of the face amount or attributable value thereof. (c) Each Grantor (i) will use commercially reasonable efforts to cause all Indebtedness for borrowed money in a principal amount of $5,000,000 or more owed to such Grantor by any other Person to be evidenced by a duly executed promissory note (x) on the date hereof, in the case of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereof, and (ii) agrees to deliver or cause to be delivered to the Administrative Agent any and all Pledged Debt Securities (other than promissory notes and other evidences of Indebtedness issued by Persons other than the Borrower or any Subsidiary in a principal amount of less than $5,000,000), (I) on the Effective Date, in the case of any such Pledged Debt Securities owned by such Grantor on the Effective Date (including pursuant to clause (i)) and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective Date. (db) Upon delivery to the Administrative Agent, : (i) any Pledged Securities shall be accompanied by undated stock or other transfer powers duly executed by the applicable Grantor in blank or other undated instruments of transfer sufficient to effect the transfer of such Pledged Securities and otherwise reasonably satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent or the Required Lenders (acting through the Administrative Agent) may reasonably request and (ii) all other property comprising part of the Pledged Collateral Securities shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank Credit Party sufficient to effect the transfer of such other property and such other instruments and or documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities after the Effective Date shall be accompanied by a schedule providing the information required by Schedule II with respect to describing such Pledged Securities, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof; provided provided, that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered after the Effective Date shall be deemed attached hereto and made a part hereof as a supplement to Schedule II and any prior schedules so delivered. (c) If any Credit Party shall, as a result of its ownership of the Pledged Equity Interests, become entitled to receive or shall receive a membership certificate (including, without limitation, any certificate representing a distribution in connection with any reclassification, increase or reduction of capital, or any certificate issued in connection with any reorganization), options or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any of such Pledged Equity Interests, or otherwise in respect thereof, such Credit Party shall accept the same as the Secured Parties’ agent, hold the same in trust for the Secured Parties and deliver the same forthwith to the Administrative Agent, on behalf of the Secured Parties, in the exact form received, duly endorsed by such Credit Party in blank, together with an undated membership interest power covering such certificate duly executed in blank, to be held by the Administrative Agent, on behalf of the Secured Parties, hereunder as additional security for the Secured Obligations. Any sums paid upon or in respect of Pledged Equity Interests upon the liquidation or dissolution of the issuer thereof shall be paid over to the Administrative Agent, on behalf of the Secured Parties, to be promptly applied by it pursuant to Section 5.02. If any sums of money or property so paid or distributed in respect of Pledged Securities shall be received by any Credit Party, such Credit Party shall, until such money or property is paid or delivered to the Administrative Agent, on behalf of the Secured Parties, hold such money or property in trust for the Administrative Agent, on behalf of the Secured Parties, segregated from other funds of such Credit Party, as additional security for the Secured Obligations.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Walker & Dunlop, Inc.)

Delivery of the Pledged Securities. (a) Each Subject to the Closing Date Intercreditor Agreement, Sections 6.19 and 6.20 hereof, Section 3.1(a)(iv) of the Note Purchase Agreement and Sections 3.13 or 3.15 of the Indenture, each Grantor agrees to deliver or cause to be delivered to the Administrative Agent any and all Pledged Securities constituting Pledged Equity Interests (i) Collateral Agent, for the benefit of the Secured Parties, on the Effective Date, Closing Date (or on the date on which such Grantor signs and delivers its first Security Agreement Supplement (in the case of any such Pledged Equity Interests owned Grantor other than a Closing Date Grantor)), or if acquired after the Closing Date, within 60 days after receipt by such Grantor on (or, in each case, such longer period as the Effective DateCollateral Agent may agree in its reasonable discretion), any and all (i) Pledged Equity to the extent certificated and (ii) promptly after to the acquisition thereof extent required to be delivered pursuant to paragraph (and in any event as required under the Credit Agreement)b) of this Section 2.02, in the case of any such Pledged Equity Interests acquired by such Grantor after the Effective DateDebt. (b) Subject to applicable local laws in the case of Equity Interests in any Foreign SubsidiarySection 3.01(e), each interest in Grantor will cause any limited liability company or limited partnership controlled by any Grantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code, and shall be governed by Article 8 of the Uniform Commercial Code; and such certificate shall be delivered to the Administrative Agent in accordance with Section 3.02(a). (c) Each Grantor (i) will use commercially reasonable efforts to cause all Indebtedness for borrowed money in a having an aggregate principal amount in excess of $5,000,000 or more 15,000,000 owed to such Grantor by any Person (other Person to be than a Note Party) that is evidenced by a duly executed promissory note (x) on the date hereof, in the case of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereof, and (ii) agrees to deliver or cause to be pledged and delivered (pursuant to the Administrative Agent any and all Pledged Debt Securities requirements of paragraph (other than promissory notes and other evidences a) of Indebtedness issued by Persons other than this Section 2.02) to the Borrower or any Subsidiary in a principal amount Collateral Agent, for the benefit of less than $5,000,000)the Secured Parties, (I) on the Effective Date, in the case of any such Pledged Debt Securities owned by such Grantor on the Effective Date (including pursuant to clause (i)) and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the Effective Dateterms hereof. (dc) Upon delivery to the Administrative Collateral Agent, (i) any Pledged Securities shall be accompanied by undated stock powers or security powers, as applicable, duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Administrative Collateral Agent and by such other instruments and documents as the Administrative Controlling Party (if prior to the Sell-Down Date) or the Collateral Agent may reasonably request and (ii) all other property comprising part than instruments or documents governed by or requiring actions in any non-United States jurisdiction related to Equity Interests of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments and documents as the Administrative Agent may reasonably requestForeign Subsidiaries). Each delivery of Pledged Securities after the Effective Date shall be accompanied by a schedule providing describing the information required by securities, which schedule shall be deemed to supplement Schedule II with respect to such Pledged SecuritiesIV and made a part hereof; provided that failure to attach any such schedule hereto supplement Schedule IV shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered after the Effective Date shall be deemed attached hereto and made a part hereof as a supplement to Schedule II and any prior schedules so delivered. (d) The pledge and security interest granted in Section 2.01 are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Pledged Collateral.

Appears in 1 contract

Samples: Indenture (Option Care Health, Inc.)

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