Domestic Pledge Agreement. The Administrative Agent shall have received the Domestic Pledge Agreement listed on Schedule IV, duly executed by each pledgor party thereto.
Domestic Pledge Agreement. The Domestic Pledge Agreement is effective to create in favor of the Domestic Collateral Agent, for the ratable benefit of the holders of the secured obligations identified therein, a legal, valid and enforceable security interest in the Collateral of such Credit Party identified therein in which a security interest may be created by execution of the Domestic Pledge Agreement under Article 9 of the UCC, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors' rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and the Domestic Pledge Agreement shall create a fully perfected Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other Lien (other than Permitted Liens) (i) with respect to any such Collateral that is a “security” (as such term is defined in the UCC) and is evidenced by a certificate, when such Collateral is delivered to the Collateral Agent with duly executed stock powers with respect thereto, (ii) with respect to any such Collateral that is a “security” (as such term is defined in the UCC) but is not evidenced by a certificate, when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor or when “control” (as such term is defined in the UCC) is established by the Collateral Agent over such interests in accordance with the provision of Section 8-106 of the UCC, or any successor provision, and (iii) with respect to any such Collateral that is not a “security” (as such term is defined in the UCC), when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor.
Domestic Pledge Agreement. Each pledge agreement or similar instrument (other than a Foreign Pledge Agreement), executed on the Closing Date or from time to time thereafter in accordance with subsection 7.1.7 by Parent, Borrower or any Domestic Subsidiary that owns capital stock or other ownership interests of one or more Domestic Active Subsidiaries, in form and substance satisfactory to Agent, as such Domestic Pledge Agreement may be amended, supplemented or otherwise modified from time to time. Domestic Subsidiary - any Subsidiary of Katy that is incorporated or organized under the laws of the United States of America, any state thereof or in the District of Columbia. Dominion Account - a special bank account or accounts of Agent, Canadian Agent or U.K. Agent, as applicable, established by a Borrower pursuant to subsection 5.2.4 of the Agreement at banks selected by such Borrower (provided that U.K. Borrower shall select Fleet U.K.), but acceptable to Agents in their sole discretion, and over which Agent, Canadian Agent or U.K. Agent, as applicable, shall have sole and exclusive access and control for withdrawal purposes. Eligible Accounts- means, with respect to Borrowers and each other Loan Party (other than Parent), Accounts of such Loan Party (other than Parent) deemed by Agent in the exercise of its Permitted Discretion to be eligible for inclusion in the calculation of the Canadian Borrowing Base, U.K. Borrowing Base or U.S. Borrowing Base, as applicable. In determining the amount to be so included, the face amount of such Accounts shall be reduced by the amount of all returns, discounts, deductions, claims, credits, charges, or other allowances. Unless otherwise approved in writing by Agent, an Account shall not be an Eligible Account if:
Domestic Pledge Agreement. Each pledge agreement or similar instrument (other than a Foreign Pledge Agreement), executed on or about January 31, 2003 or from time to time thereafter in accordance with subsection 7.1.7 by Parent, Borrower or any Domestic Subsidiary that owns capital stock or other ownership interests of one or more Domestic Active Subsidiaries, in form and substance satisfactory to Agent, as such Domestic Pledge Agreement may be amended, supplemented or otherwise modified from time to time.
Domestic Pledge Agreement the pledge agreement substantially in the form of Exhibit E, executed and delivered by Borrowers to Agent on the Closing Date, as amended, supplemented or otherwise modified from time to time. Domestic Subsidiary — a Subsidiary that is not a Foreign Subsidiary. Dominion Account — a special account established by Borrowers at Bank of America or another bank acceptable to Agent, over which Agent has exclusive control for withdrawal purposes, which account shall initially be a Bank of America account, account number 14591-38332 (which account may only be changed with the prior written consent of Agent). Draft Financial Statements — the draft consolidated financial statements of EMAK for Fiscal Year 2005 attached hereto as Schedule 9.1.8. EBITDA — for any period, determined on a consolidated basis for Borrowers and Subsidiaries (other than EMAK Europe Holdings, Limited and its direct and indirect Subsidiaries), the sum, without duplication, of the amounts for such period of (i) net income, (ii) interest expense, (iii) provision for income taxes, (iv) depreciation and amortization expense, (v) other non-cash items consisting of stock-based compensation for which no future cash disbursements will be made, and (vi) to the extent not included in any of the foregoing, (a) to the extent such period includes any of the months in Fiscal Year 2005, the non-recurring restructuring charges set forth in Schedule 1.1C hereto for such months, and (b) to the extent such period includes any of the months in Fiscal Year 2006, the lesser of (I) the non-recurring restructuring charges set forth in Schedule 1.1C hereto for such months and (II) the actual amount of such non-recurring restructuring charges that fall within such items for such months, but only, in the case of clauses (ii)-(vi), to the extent deducted in the calculation of net income, less (i) gains arising from the sale of capital assets or from the write-up of assets, (ii) extraordinary gains, and (iii) non-cash items added in the calculation of net income. Eligible Account — an Account owing to a Borrower that arises in the Ordinary Course of Business from the sale of goods or rendition of services, is payable in Dollars and is deemed by Agent, in its discretion, to be an Eligible Account. Without limiting the foregoing, no Account shall be an Eligible Account if (a) it is unpaid for more than 60 days after the original due date, or more than 90 days (or, (i) solely if the Account Debtor is a member of the BK Grou...
