Grant of Security Interests. (a) To secure on a first priority (subject to Permitted Liens) perfected basis the indefeasible payment and performance in full of all Senior Secured Obligations when due (whether at stated maturity, by acceleration or otherwise) (“Payment In Full”), each Pledgor hereby grants to the Collateral Agent a continuing first priority (subject to Permitted Liens) security interest under the Code in and hereby pledges to the Collateral Agent, in each case for the ratable benefit of each of the Secured Parties to the extent provided in the Intercreditor Agreement, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located. Notwithstanding anything to the contrary contained in any Financing Document, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement). (b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Collateral Agent (or with a Person designated by the Collateral Agent to hold the Pledged Collateral on behalf of the Collateral Agent) in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver to and deposit with the Collateral Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral. (c) Notwithstanding anything to the contrary contained in this Agreement (i) the Pledged Collateral issued by any one Foreign Company shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote issued by such Foreign Company, and (ii) this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Collateral Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle to vote issued by any Foreign Company, the Collateral Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.
Appears in 3 contracts
Samples: Pledge Agreement, Pledge Agreement (Advanced Drainage Systems, Inc.), Revolving Credit Facility (Advanced Drainage Systems, Inc.)
Grant of Security Interests. (a) To secure on a first priority The obligations owing by Producer to CAS set forth herein (subject to Permitted Liens) perfected basis the indefeasible payment and performance and/or in full of all Senior Secured Obligations when due (whether at stated maturity, by acceleration or otherwise) (“Payment In Full”), each Pledgor hereby grants to the Collateral Agent a continuing first priority (subject to Permitted Liens) security interest under the Code in and hereby pledges to the Collateral Agent, in each case for the ratable benefit of each any of the 2024 CAS Agreements, including the 2024 APA) are referred to as the “Producer Obligations.”
(b) For the avoidance of doubt and without limitation of the other Secured Parties to the extent provided in the Intercreditor Agreement, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located. Notwithstanding anything to the contrary contained in any Financing Document, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Obligations (as defined in the Mexican Credit Amended, Reinstated and Consolidated Security Agreement attached hereto as Exhibit SA (the “Security Agreement”).
(b) Upon the execution and delivery of this Agreement, each Pledgor Producer’s Obligations shall deliver to and deposit with the Collateral Agent (or with a Person designated be secured by the Collateral Agent to hold Security Agreement and the Pledged Collateral on behalf of the Collateral Agent) in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver to and deposit with the Collateral Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged CollateralSecurity Documents.
(c) Notwithstanding anything For clarity, the grant of the security interest pursuant to the contrary contained Security Agreement is in addition to the continuation of CAS’s existing liens and security interests provided for elsewhere in this Agreement Agreement.
(id) Producer hereby irrevocably grants to CAS a power of attorney, to act as Producer's attorney-in-fact, with full authority in the Pledged Collateral issued by name, place and stead of Producer, from time to time in CAS's sole and absolute discretion, to take any one Foreign action consistent herewith and to execute any instrument (in Producer’s name) that CAS may reasonably deem necessary, including to file and record financing statements and copyright notices, trademark or intellectual property security agreements, notice of assignments, payment direction letters, account control agreements, any continuation statement or any amendment thereto, and any other instrument which is necessary to attach or perfect a security interest of CAS granted hereunder or under the 2022 CAS Agreements (including as to proceeds and after-acquired property). The foregoing power of attorney is coupled with an interest and is irrevocable. Company shall not exceed sixty-use good faith commercially reasonable efforts to afford Producer with five percent (65%5) days advance written request and notice prior to Company’s exercise of its power of attorney hereunder. If Company executes any documents on Producer’s behalf, Company shall provide a copy(ies) of the total combined voting power such document(s) to Producer upon written request therefor; provided, that any inadvertent failure of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled Company to vote issued by provide such Foreign Company, and (ii) this Agreement copies shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Collateral Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle to vote issued by any Foreign Company, the Collateral Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of be deemed a Pledgorbreach hereof.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Chosen, Inc.), Production Services and Funding Agreement (Chosen, Inc.)
Grant of Security Interests. (a) To secure on a first priority (subject to Permitted Liens) perfected basis the indefeasible payment and performance in full of all Senior Secured Obligations when due (whether at stated maturity, by acceleration or otherwise) (“Payment In Full”)in full, each Revolver Party Pledgor hereby grants to the Collateral Administrative Agent a continuing first priority (subject to Permitted Liens) security interest under the Code in and hereby pledges to the Collateral Administrative Agent, in each case for the ratable benefit of each of the Secured Parties to the extent provided in the Intercreditor AgreementRevolver Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Services Product, all of such Revolver Party Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral (Revolver) whether now or hereafter existing and wherever located. Notwithstanding anything to the contrary contained in any Financing Document, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement).
(b) To secure on a second priority perfected basis (subject only to the Term Lenders’ first priority security interest created pursuant to the Pledge Agreement (Term)) the payrnent and performance of all Secured Obligations in full, each Term Party Pledgor hereby grants to the Administrative Agent a continuing second priority security interest (subject only to the Term Lenders’ first priority security interest created pursuant to the Pledge Agreement (Term)) under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each of the Revolver Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Services Product, all of such Term Party Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral (Term) whether now or hereafter existing and wherever located.
(c) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Collateral Administrative Agent (or with a Person designated by the Collateral Agent to hold the Pledged Collateral on behalf of the Collateral Agent) in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver to and deposit with the Collateral Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(cd) Notwithstanding anything to the contrary contained in this Agreement (i) Agreement, the Pledged Collateral issued by with respect to any one Foreign Company shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote issued by of such Foreign Company, Company and (ii) this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-sixty five percent (65%) limitation. To the extent the Collateral Administrative Agent receives more than sixty-sixty five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle to vote issued by of any Foreign Company, the Collateral Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.
Appears in 2 contracts
Samples: Credit Agreement (Armstrong Energy, Inc.), Credit Agreement (Armstrong Resource Partners, L.P.)
Grant of Security Interests. (a) To secure on a first priority (subject to Permitted Liens) perfected basis the indefeasible payment and performance in full of all Senior Secured Obligations when due (whether at stated maturity, by acceleration or otherwise) (“Payment In Full”), each Pledgor Each Subsidiary Grantor hereby grants to the Collateral Agent Agent, for the ratable benefit of the Secured Parties, a continuing first priority (subject to Permitted Liens) security interest under the Code in such Subsidiary Grantor’s right, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Subsidiary Grantor, wherever located, and whether now or hereafter existing or arising (collectively, the “Security Collateral”):
(i) the Initial Pledged Equity and the certificates, if any, representing the Initial Pledged Equity, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for, or in conversion of, any or all of the Initial Pledged Equity and all subscription warrants, rights or options issued thereon or with respect thereto;
(ii) all additional shares of stock and other Equity Interests of or in any Pledged Company from time to time acquired by such Subsidiary Grantor in any manner (such shares and other Equity Interests, together with the Initial Pledged Equity, being the “Pledged Equity”), and the certificates, if any, representing such additional shares or other Equity Interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Equity and all subscription warrants, rights or options issued thereon or with respect thereto;
(iii) all books and records of such Grantor pertaining to the Security Collateral;
(iv) all supporting obligations, general intangibles and contract rights (including rights under limited liability company agreements, limited partnership agreements and any other organizational or constituent documents pursuant to which Pledged Equity has been issued or which sets out rights with respect thereto), warranties, indemnities or guaranties, in each case to the extent relating to, or payable in respect of, interests in the Security Collateral, and any tort claims (including all commercial tort claims) arising in connection with interests in the Security Collateral; and
(v) all proceeds of the foregoing Security Collateral.
(b) Each Subsidiary Grantor hereby pledges grants to the Collateral Agent, in each case for the ratable benefit of each of the Secured Parties to the extent provided Parties, a security interest in the Intercreditor Agreement, all of such PledgorSubsidiary Grantor’s now existing and hereafter acquired or arising right, title and interest inin and to the following (but excluding Excluded Subsidiary Grantor Assets), toin each case, as to each type of property described below, whether now owned or hereafter acquired by such Subsidiary Grantor, wherever located, and under the Pledged Collateral whether now or hereafter existing or arising (all such property in which a security interest is granted under this Section 5.01(b) being, collectively, the “Subsidiary Grantor Payment Collateral”):
(i) all accounts and wherever locatedpayment intangibles owing to such Subsidiary Grantor by (A) any Pipeline Company Borrower or (B) any other Grantor;
(ii) all instruments owing to such Subsidiary Grantor by (A) any Pipeline Company Borrower or (B) any other Grantor;
(iii) all chattel paper in respect of obligations payable to such Subsidiary Grantor with respect to which the account debtor is (A) any Pipeline Company Borrower or (B) any other Grantor; and
(iv) all proceeds of the foregoing Subsidiary Grantor Payment Collateral. Notwithstanding anything the foregoing, the Subsidiary Grantor Payment Collateral shall not include, and the Liens created under this Section 5.01(b) shall not encumber, (3) any a) accounts owing to the contrary contained Exempted Guarantor by the Company, b) payment intangibles owing to the Exempted Guarantor by the Company, c) instruments owing to the Exempted Guarantor by the Company or chattel paper in respect of obligations payable to the Exempted Guarantor with respect to which the account debtor is the Company, or (B) any Financing DocumentExcluded Payment Property of any Grantor (all of the property described in clause (A) and (B) of this sentence being, collectively, the Senior Secured Obligations shall not include any “Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Obligations (as defined in the Mexican Credit AgreementSubsidiary Grantor Assets”).
(b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Collateral Agent (or with a Person designated by the Collateral Agent to hold the Pledged Collateral on behalf of the Collateral Agent) in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver to and deposit with the Collateral Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything The Company hereby grants to the contrary contained Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in the Company’s right, title and interest in and to the following (but excluding Excluded Payment Property of the Company), in each case, as to each type of property described below, whether now owned or hereafter acquired by the Company, wherever located, and whether now or hereafter existing or arising (all such property in which a security interest is granted under this Agreement Section 5.01(c) being, collectively, the “Company Payment Collateral”, and together with the Subsidiary Grantor Payment Collateral, the “Payment Collateral”):
(i) all accounts or payment intangibles owing to the Company by (A) any Pipeline Company Borrower or (B) any Grantor (other than the Exempted Guarantor);
(ii) all instruments owing to the Company by (A) any Pipeline Company Borrower or (B) any Grantor (other than the Exempted Guarantor);
(iii) all chattel paper in respect of obligations payable to the Company with respect to which the account debtor is (A) any Pipeline Company Borrower or (B) any Grantor (other than the Exempted Guarantor); and
(iv) all proceeds of the foregoing Company Payment Collateral. Notwithstanding the foregoing, the Company Payment Collateral shall not include, and the Liens created under this Section 5.01(c) shall not encumber, any Excluded Payment Property of the Company.
(d) Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in such Grantor’s right, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now owned or hereafter existing or arising (collectively, the “Account Collateral”):
(i) the Pledged Collateral issued by Accounts, all Pledged Financial Assets, all Pledged Security Entitlements and all property, funds, interest, dividends, distributions, cash, instruments and other property from time to time carried in or credited to any one Foreign Company shall not exceed sixty-five percent (65%) Pledged Account or received, receivable or otherwise distributed in respect of or in exchange for any or all of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote issued by such Foreign Companyforegoing, and all certificates and instruments, if any, from time to time representing or evidencing the Pledged Accounts;
(ii) this Agreement shall not apply all promissory notes, certificates of deposit, deposit accounts, checks and other instruments delivered (or required to any such stock, shares, securities, member interests, partnership interests be delivered) to or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent otherwise possessed by the Collateral Agent receives more than sixty-five percent (65%) for or on behalf of such Grantor in connection with the Account Collateral, including those received in substitution for or in addition to any or all of the total combined voting power of Account Collateral;
(iii) all classes of capital stockinterest, sharesdividends, securitiesdistributions, member interestscash, partnership interests instruments and other ownership interests entitle property from time to vote issued by time received, receivable or otherwise distributed in respect of or in exchange for any Foreign Companyor all of the Account Collateral;
(iv) all books and records of such Grantor pertaining to any of the Account Collateral;
(v) all supporting obligations, general intangibles, contract rights, warranties, indemnities and guaranties, in each case to the extent relating to, or payable in respect of, the Collateral Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon Account Collateral; and
(vi) all proceeds of the request of a Pledgorforegoing Account Collateral.
Appears in 2 contracts
Samples: Credit Agreement (El Paso Natural Gas Co), Credit Agreement (Tennessee Gas Pipeline Co)
Grant of Security Interests. (a) To secure on a first priority (subject to Permitted Liens) perfected basis the indefeasible payment and performance in full of all Senior Secured Obligations when due (whether at stated maturity, by acceleration or otherwise) (“Payment In Full”)in full, each Pledgor hereby grants to the Collateral Agent Trustee a continuing first priority (subject to Permitted Liens) security interest under the Code in and hereby pledges to the Collateral AgentTrustee, in each case for the equal and ratable benefit of each of the Secured Parties to the extent provided in the Intercreditor AgreementParties, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located. Notwithstanding anything , subject in all cases to Permitted Liens contemplated by clauses (vi), (x), (xii), (xiv), (xv), (xvi) and (xviii) of the contrary contained in any Financing Documentdefinition of Permitted Liens and inchoate Liens that do not have priority over the Liens granted under the Loan Documents (collectively, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement“Permitted Pledged Collateral Liens”).
(b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Collateral Agent (or with a Person designated by the Collateral Agent to hold the Pledged Collateral on behalf of the Collateral Agent) in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver to and deposit with the Collateral Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything to the contrary contained in this Agreement (i) Agreement, the Pledged Collateral issued by with respect to any one Foreign Company shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote issued by of such Foreign Company, Company and (ii) this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-sixty five percent (65%) limitation. To the extent the Collateral Agent Trustee receives more than sixty-sixty five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle to vote issued by of any Foreign Company, the Collateral Agent Trustee shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.
Appears in 2 contracts
Samples: Pledge Agreement, Pledge Agreement (Consol Energy Inc)
Grant of Security Interests. (a) To secure on a first priority (subject to Permitted Liens) perfected basis the indefeasible payment and performance in full of all Senior Secured Obligations when due (whether at stated maturity, by acceleration or otherwise) (“Payment In Full”)in full, each Pledgor hereby grants to the Collateral Administrative Agent a continuing first priority (subject to Permitted Liens) security interest under the Code in and hereby pledges to the Collateral Administrative Agent, in each case for the ratable benefit of each of the Secured Parties to the extent provided in the Intercreditor AgreementLenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service Products, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located. Notwithstanding anything to the contrary contained in any Financing Document, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement).
(b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Collateral Administrative Agent (or with a Person designated by the Collateral Agent to hold the Pledged Collateral on behalf of the Collateral Agent) in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver to and deposit with the Collateral Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything to the contrary contained in this Agreement (i) Agreement, the Pledged Collateral issued by with respect to any one Company that is a Foreign Company Subsidiary shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote issued by of such Foreign Company, and (ii) this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Collateral Administrative Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle entitled to vote issued by of any Company that is a Foreign CompanySubsidiary or any other assets of a Foreign Subsidiary, the Collateral Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.
Appears in 2 contracts
Samples: Credit Agreement (Under Armour, Inc.), Credit Agreement (Under Armour, Inc.)
Grant of Security Interests. The Company and the Guarantors shall cause the Notes Collateral Agent (afor the benefit of the Notes Collateral Agent, the Trustee and the Holders) To secure to have valid and perfected Liens on a first the Collateral that are second in priority (only to First Lien Obligations on the Collateral, subject to Permitted Liens. In addition, the Company and the Guarantors shall:
(a) enter into each of the Notes Collateral Documents and any amendments or supplements to such Notes Collateral Documents necessary in order to cause the Notes Collateral Agent (for the benefit of the Notes Collateral Agent, the Trustee and the Holders) to have valid and perfected basis the indefeasible payment and performance in full of all Senior Secured Obligations when due (whether at stated maturity, by acceleration or otherwise) (“Payment In Full”), each Pledgor hereby grants to Liens on the Collateral Agent a continuing first that are second in priority (only to First Lien Obligations, subject to Permitted Liens) security interest under the Code in and hereby pledges to the Collateral Agent, in each case for the ratable benefit of each of the Secured Parties to the extent provided in the Intercreditor Agreement, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located. Notwithstanding anything to the contrary contained in any Financing Document, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement).;
(b) Upon do, execute, acknowledge, deliver, record, file and register, as applicable, any and all acts, deeds, conveyances, security agreements, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as may be required so that the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Notes Collateral Agent (or with a Person designated by for the benefit of the Notes Collateral Agent, the Trustee and the Holders) shall have valid and perfected Liens on the Collateral Agent that are second in priority only to hold the Pledged Collateral on behalf of the Collateral Agent) in pledgeFirst Lien Obligations, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver subject to and deposit with the Collateral Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.Permitted Liens;
(c) Notwithstanding anything take such further action and execute and deliver such other documents specified in the Indenture Documents or as otherwise may be reasonably requested by the Trustee or Notes Collateral Agent to give effect to the contrary contained in this Agreement foregoing; and
(d) deliver to the Trustee and the Notes Collateral Agent an Opinion of Counsel that (i) such Notes Collateral Documents and any other documents required to be delivered have been duly authorized, executed and delivered by the Pledged Collateral issued by any one Foreign Company shall not exceed sixty-five percent (65%) and the Guarantors and constitute legal, valid, binding and enforceable obligations of the total combined voting power of all classes of capital stockCompany and the Guarantors, shares, securities, member interests, partnership interests subject to customary qualifications and other ownership interests entitled to vote issued by such Foreign Companylimitations, and (ii) the Notes Collateral Documents and the other documents entered into pursuant to this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent Section 10.06 create valid and perfected Liens on the Collateral Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stockcovered thereby, shares, securities, member interests, partnership interests subject to Permitted Liens and other ownership interests entitle to vote issued by any Foreign Company, the Collateral Agent shall return such excess stock, shares, securities, member interests, partnership interests customary qualifications and other ownership interests upon the request of a Pledgorlimitations.
Appears in 2 contracts
Samples: Senior Secured Indenture (United Rentals North America Inc), Senior Secured Indenture (United Rentals Highway Technologies Gulf, LLC)
Grant of Security Interests. (a) To secure on a first priority (subject to Permitted Liens) perfected basis the indefeasible due and punctual payment and performance in full of all Senior Secured Obligations when due (Obligations, howsoever created, arising or evidenced, whether at stated maturitydirect or indirect, by acceleration absolute or otherwise) (“Payment In Full”)contingent, each Pledgor hereby grants to the Collateral Agent a continuing first priority (subject to Permitted Liens) security interest under the Code in and hereby pledges to the Collateral Agent, in each case for the ratable benefit of each of the Secured Parties to the extent provided in the Intercreditor Agreement, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing or due or to become due, in accordance with the terms hereof and wherever located. Notwithstanding anything to secure the due and punctual performance of all of the obligations of Borrower contained in the other Loan Documents and in any other documents or instruments to which Borrower and Lender are parties and in order to induce Lender to enter into this Agreement and to make Advances and Term Loan Borrower does hereby mortgage, pledge and assign to Lender (all of which are herein collectively called the "Collateral"):
(a) All of the land in the county of Sullxxxx, Xxate of Tennessee, described more particularly in the attached EXHIBIT B, which is by this reference fully incorporated herein (referred to hereinafter sometimes as the "Property"), to have and to hold the same, together with all the improvements now or hereafter erected on such Property and all fixtures now or hereafter attached thereto, together with each and every tenements, hereditaments, easements, rights, powers, privileges, immunities and appurtenances thereunto belonging or in anywise appertaining and the reversion and reversions, remainder and remainders, and also all the estate, right, title, interest, homestead, property, possession and claim whatsoever in law as well as in equity of Borrower of, in and to the contrary contained same in any Financing Document, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities (as defined every part and parcel thereof unto Lender in the Domestic Credit Agreement) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement)fee simple.
(b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Collateral Agent (or Together with a Person designated by security interest in all fixtures affixed to or located on the Collateral Agent to hold the Pledged Collateral on behalf of the Collateral Agent) in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver to and deposit with the Collateral Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged CollateralProperty.
(c) Notwithstanding anything Together with all rents, issues, profits, revenue, income and other benefits from the Property to be applied to the contrary contained Obligation secured by the Loan Documents provided however, that permission is hereby given to Borrower so long as no default has occurred hereunder, to collect, receive, and use such benefits from the Property as they become due and payable, but not in advance thereof. Provided always, that if Borrower shall pay to Lender the Obligations at the times and in the manner stipulated by this Agreement, the Revolving Credit Note, the Term Promissory Note and in all other instruments securing the Obligation, including renewals, extension or modification thereof, and in this Agreement (i) and in all other instruments securing the Pledged Collateral issued Obligations, to be kept, performed or observed by any one Foreign Company Borrower, then the herein described security interest in the Collateral, shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stockcease and be void, shares, securities, member interests, partnership interests but shall otherwise remain in full force and other ownership interests entitled to vote issued by such Foreign Company, and (ii) this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Collateral Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle to vote issued by any Foreign Company, the Collateral Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgoreffect.
Appears in 1 contract
Samples: Loan and Security Agreement (King Pharmaceuticals Inc)
Grant of Security Interests. In addition to the other rights provided in this(e) Section 11.2, each Lender may grant a security interest in, or otherwise assign as collateral, any of its rights under this Agreement, whether now owned or hereafter acquired (a) To secure including rights to payments of principal or interest on a first priority (subject to Permitted Liens) perfected basis the indefeasible payment and performance in full of all Senior Secured Obligations when due (whether at stated maturity, by acceleration or otherwise) (“Payment In Full”Loans), each Pledgor hereby grants to (i) any federal reserve bank (pursuant to Regulation A of the Federal Reserve Board), without notice to the Collateral Administrative Agent or (ii) any holder of, or trustee for the benefit of the holders of, such Lender’s Securities by notice to the Administrative Agent; provided, however, that no such holder or trustee, whether because of such grant or assignment or any foreclosure thereon (unless such foreclosure is made through an assignment in accordance with clause (b) above), shall be entitled to any rights of such Lender hereunder and no such Lender shall be relieved of any of its obligations hereunder. Participants and SPVs. In addition to the other rights provided in this Section(f) 11.2, each Lender may (x) with notice to the Administrative Agent and the U.S. Borrower, grant to an SPV the option to make all or any part of any Loan that such Lender would otherwise be required to make hereunder (and the exercise of such option by such SPV and the making of Loans pursuant thereto shall satisfy the obligation of such Lender to make such Loans hereunder) and such SPV may assign to such Lender the right to receive payment with respect to any Loan Document Obligation and (y) without notice to or consent from the Administrative Agent or the U.S. Borrower, sell participations to one or more Eligible Assignees in or to all or a continuing first priority (subject to Permitted Liens) security interest portion of its rights and obligations under the Code in Loan Documents (including all its rights and hereby pledges obligations with respect to the Collateral AgentTerm Loans, Revolving Loans and Letters of Credit); provided, however, that, whether as a result of any term of any Loan Document or of such grant or participation, (i) no such SPV or participant shall have a commitment, or be deemed to have made an offer to commit, to make Loans hereunder, and, except as provided in each case the applicable option agreement, none shall be liable for any obligation of such Lender hereunder, (ii) such Lender’s rights and obligations, and the ratable benefit rights and obligations of each of the Loan Parties and the Secured Parties towards such Lender, under any Loan Document shall remain unchanged and each other party hereto shall continue to deal solely with such Lender, which shall remain the holder of the Loan Document Obligations in the Register, except that (A) each such participant and SPV shall be entitled to the benefit of Sections 2.16 and 2.17, but only to the extent such participant or SPV delivers the tax forms such Lender is required to collect pursuant to Section 2.17(g) or 2.17(h) and then only to the extent of any amount to which such Lender would be entitled in the absence of any such grant or participation and (B) each such SPV may receive other payments that would otherwise be made to such Lender with respect to Loans funded by such SPV to the extent provided in the Intercreditor Agreement, all of such Pledgor’s now existing applicable option agreement and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located. Notwithstanding anything set forth in a notice provided to the contrary contained Administrative Agent by such SPV and such Lender, provided, however, that in any Financing Document, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities no case (as defined in the Domestic Credit Agreementincluding pursuant to clause (A) or Excluded Swap Obligations (as defined in B) above) shall an SPV or participant have the Mexican Credit Agreement).
(b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver right to and deposit with the Collateral Agent (or with a Person designated by the Collateral Agent to hold the Pledged Collateral on behalf enforce any of the Collateral Agent) in pledge, all terms of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver to and deposit with the Collateral Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything to the contrary contained in this Agreement (i) the Pledged Collateral issued by any one Foreign Company shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote issued by such Foreign CompanyLoan Document, and (iii) the consent of such SPV or participant shall not be required (either directly, as a restraint on such Lender’s ability to consent hereunder or otherwise) for any amendments, waivers or consents with respect to any Loan Document or to exercise or refrain from exercising any powers or rights such Lender may have under or in respect of the Loan Documents (including the right to enforce or direct enforcement of the Loan Document Obligations), except for those described in clauses (ii) this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent and (65%) limitation. To the extent the Collateral Agent receives more than sixty-five percent (65%iii) of Section 11.1(a) with respect to amounts, or dates fixed for payment of amounts, to which such participant or SPV would otherwise be entitled and, in the total combined voting power case of participants, except for those described in Section 11.1(a)(iv) (or amendments, consents and waivers with respect to Section 10.10 to release all or substantially all of the Collateral). No party hereto shall institute (and each of the U.S. Borrower and Holdings shall cause each other Loan Party not to institute) against any SPV grantee of an option pursuant to this clause (f) any bankruptcy, reorganization, insolvency, liquidation or similar proceeding, prior to the date that is one year and one day after the payment in full of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle to vote issued by any Foreign Company, the Collateral Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.outstanding 161 [[5628733]]
Appears in 1 contract
Samples: Credit Agreement (White Mountains Insurance Group LTD)
Grant of Security Interests. (a) To secure on a first priority (subject to Permitted Liens) perfected basis As security for the indefeasible prompt and complete payment and performance in full when due of all Senior Secured Obligations when due (whether at stated maturity, by acceleration or otherwise) (“Payment In Full”)of its Obligations, each Pledgor Assignor does hereby grants assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent a continuing first priority for the benefit of the Secured Creditors (subject and, to Permitted Liensthe extent the following constitutes "Collateral" under, and as defined in, the Original Security Agreement, does hereby reconfirm (without interruption) security interest under the Code in its assignment, transfer, pledge and hereby pledges grant to the Collateral AgentAgent under the Original Security Agreement of), in each case for the ratable benefit of each of the Secured Parties to the extent provided in the Intercreditor Agreementa continuing security interest in, all of such Pledgor’s now existing and hereafter acquired or arising the right, title and interest of such Assignor in, to, to and under all of the Pledged Collateral following, whether now existing or hereafter existing from time to time acquired (it being understood and agreed that (x) the security interest granted herein (i) for the benefit of the First Lien Creditors shall be senior in priority in all respects to the security interest granted herein for the benefit of the Second Lien Creditors and (ii) for the benefit of the Second Lien Creditors shall be subject and subordinated in all respects to the security interest granted herein for the benefit of the First Lien Creditors and (y) the Second Lien Creditors' claims against the Assignors in respect of the Collateral constitute second priority claims separate and apart (and of a different class) from the First Lien Creditors' senior claims against the Assignors in respect of the Collateral):
(i) each and every Receivable;
(ii) all Contracts, together with all Contract Rights arising thereunder;
(iii) all Inventory;
(iv) all Equipment;
(v) the Cash Collateral Account and any other cash collateral account established for such Assignor for the benefit of the Secured Creditors and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account and any such other cash collateral account;
(vi) all Deposit Accounts and all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor with any Secured Creditor (or any affiliate, subsidiary or branch thereof, and wherever located. Notwithstanding anything ) or with any other Person and all monies, securities, Instruments and other investments deposited or required to the contrary contained be deposited in any Financing Documentof the foregoing accounts;
(vii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks;
(viii) all Patents and Copyrights and all reissues, renewals and extensions thereof;
(ix) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Domain Names, trade secrets and Trade Secret Rights;
(x) all insurance policies;
(xi) all other Goods, General Intangibles, Permits, Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper), Documents, Instruments and other assets (including cash) of such Assignor;
(xii) all Commercial Tort Claims, including any Commercial Tort Claims from time to time scheduled on Annex E hereto;
(xiii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xiv) all cash;
(xv) all Software and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording;
(xvi) all Supporting Obligations; and
(xvii) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xvii), collectively, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement"Collateral").
(b) Upon The security interest of the execution and delivery Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the term of this Agreement, each Pledgor shall deliver to and deposit with the Collateral Agent (or with a Person designated by the Collateral Agent to hold the Pledged Collateral on behalf of the Collateral Agent) in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver to and deposit with the Collateral Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything to the contrary contained in this Agreement (i) Agreement, the Pledged Collateral issued by any one Foreign Company Second Lien Creditors shall not exceed sixty-five percent (65%) have a security interest in, and the grant of security interests pursuant to this Section 1.1 for the benefit of the total combined voting power of all classes of capital stockSecond Lien Creditors shall not extend to, shares, securities, member interests, partnership interests and other ownership interests entitled to vote issued by such Foreign Companyany Second Lien Excluded Collateral, and (ii) this Agreement with respect to the Second Lien Creditors the term "Collateral" shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To include the extent the Collateral Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle to vote issued by any Foreign Company, the Collateral Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a PledgorSecond Lien Excluded Collateral.
Appears in 1 contract
Grant of Security Interests. (a) To secure on a first priority (subject to Permitted Liens) perfected basis the indefeasible payment and performance in full of all Senior Secured Obligations when due (whether at stated maturity, by acceleration or otherwise) (“Payment In Full”)in full, each Term Party Pledgor hereby grants to the Collateral Administrative Agent a continuing first priority (subject to Permitted Liens) security interest under the Code in and hereby pledges to the Collateral Administrative Agent, in each case for the ratable benefit of each of the Secured Parties to the extent provided in the Intercreditor AgreementTerm Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Services Product, all of such Term Party Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral (Term) whether now or hereafter existing and wherever located. Notwithstanding anything to the contrary contained in any Financing Document, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement).
(b) To secure on a second priority perfected basis (subject only to the Revolver Lenders’ first priority security interest created pursuant to the Pledge Agreement (Revolver)) the payment and performance of all Secured Obligations in full, each Revolver Party Pledgor hereby grants to the Administrative Agent a continuing second priority security interest (subject only to the Revolver Lenders’ first priority security interest created pursuant to the Pledge Agreement (Revolver)) under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each of the Term Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Services Product, all of such Revolver Party Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral (Revolver) whether now or hereafter existing and wherever located.
(c) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Collateral Administrative Agent (or with a Person designated by the Collateral Agent to hold the Pledged Collateral on behalf of the Collateral Agent) in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver to and deposit with the Collateral Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(cd) Notwithstanding anything to the contrary contained in this Agreement (i) Agreement, the Pledged Collateral issued by with respect to any one Foreign Company shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote issued by of such Foreign Company, Company and (ii) this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-sixty five percent (65%) limitation. To the extent the Collateral Administrative Agent receives more than sixty-sixty five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle to vote issued by of any Foreign Company, the Collateral Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.
Appears in 1 contract
Samples: Credit Agreement (Armstrong Resource Partners, L.P.)
Grant of Security Interests. (a) To secure on a first first-priority (subject to Permitted Liens) perfected basis the indefeasible payment and performance in full of all Senior Secured Obligations when due (whether at stated maturity, by acceleration or otherwise) (“Payment In Full”)in full, each Pledgor hereby reconfirms its grant under the Existing Pledge Agreement and grants anew to the Collateral Administrative Agent a continuing first first-priority (subject to Permitted Liens) security interest under the Code in and hereby reconfirms its pledge and pledges anew to the Collateral Administrative Agent, in each case for the ratable benefit of each of the Secured Parties to the extent provided in the Intercreditor AgreementParties, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located. Notwithstanding anything to the contrary contained in any Financing Document, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement).
(b) Upon the execution and delivery of this Agreement, each Pledgor shall reconfirm its delivery and DLH Holdings Corp. shall deliver to and deposit with the Collateral Administrative Agent (or with a Person designated by the Collateral Agent to hold the Pledged Collateral on behalf of the Collateral Agent) in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged CollateralCollateral to the extent that such Pledged Collateral is represented by certificates (including, without limitation, any certificated capital stock of any Company), together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver to and deposit with the Collateral Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything to the contrary contained in this Agreement (i) Agreement, the Pledged Collateral issued by with respect to any one Foreign Company shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote issued by of such Foreign Company, Company and (ii) this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-sixty five percent (65%) limitation. To the extent the Collateral Administrative Agent receives more than sixty-sixty five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle entitled to vote issued by of any Foreign Company, the Collateral Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.
Appears in 1 contract
Grant of Security Interests. (a) To secure on a first priority (subject to Permitted Liens) perfected basis the indefeasible payment and performance in full of all Senior Secured Obligations when due (whether at stated maturity, by acceleration or otherwise) (“Payment In Full”)in full, each Pledgor hereby grants to the Collateral Agent Trustee a continuing first priority (subject to Permitted Liens) security interest under the Code in and hereby pledges to the Collateral AgentTrustee, in each case for the equal and ratable benefit of each of the Secured Parties to the extent provided in the Intercreditor AgreementParties, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located. Notwithstanding anything , subject in all cases to Permitted Liens (except the contrary contained in any Financing DocumentLiens contemplated by clause (vii) of the definition of Permitted Liens) and inchoate Liens that do not have priority over the Liens granted under the Loan Documents (collectively, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement“Permitted Pledged Collateral Liens”).
(b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Collateral Agent (or with a Person designated by the Collateral Agent to hold the Pledged Collateral on behalf of the Collateral Agent) in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver to and deposit with the Collateral Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything to the contrary contained in this Agreement (i) Agreement, the Pledged Collateral issued by with respect to any one Foreign Company shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests stock and other ownership equity interests entitled to vote issued by of such Foreign Company, Company and (ii) this Agreement shall not apply to any such capital stock, shares, securities, member interests, partnership interests or ownership other equity interests which are in excess of such sixty-sixty five percent (65%) limitation. To the extent the Collateral Agent Trustee receives more than sixty-sixty five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests stock and other ownership equity interests entitle entitled to vote issued by of any Foreign Company, the Collateral Agent Trustee shall return such excess stock, shares, securities, member interests, partnership interests capital stock and other ownership equity interests upon the request of a Pledgor.
Appears in 1 contract
Samples: Pledge Agreement (CNX Gas Corp)
Grant of Security Interests. (a) To secure on a first priority (subject to Permitted Liens) perfected basis the indefeasible payment and performance in full of all Senior Secured Obligations when due (whether at stated maturity, by acceleration or otherwise) (“Payment In Full”)in full, each Pledgor hereby grants to the Collateral Agent Trustee a continuing first priority (subject to Permitted Liens) security interest under the Code in and hereby pledges to the Collateral AgentTrustee, in each case for the equal and ratable benefit of each of the Secured Parties to the extent provided in the Intercreditor AgreementParties, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located. Notwithstanding anything , subject in all cases to Permitted Liens contemplated by clauses (vi), (x), (xi), (xiii), (xv), (xvi) and (xix) of the contrary contained in any Financing Documentdefinition of Permitted Liens and inchoate Liens that do not have priority over the Liens granted under the Loan Documents (collectively, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement“Permitted Pledged Collateral Liens”).
(b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Collateral Agent (or with a Person designated by the Collateral Agent to hold the Pledged Collateral on behalf of the Collateral Agent) in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver to and deposit with the Collateral Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything to the contrary contained in this Agreement (i) Agreement, the Pledged Collateral issued by with respect to any one Foreign Company shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote issued by of such Foreign Company, Company and (ii) this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-sixty five percent (65%) limitation. To the extent the Collateral Agent Trustee receives more than sixty-sixty five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle to vote issued by of any Foreign Company, the Collateral Agent Trustee shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.
Appears in 1 contract
Grant of Security Interests. (a) To secure on a first priority (subject to Permitted Liens) perfected basis the indefeasible payment and performance in full of all Senior Secured Obligations when due (whether at stated maturity, by acceleration or otherwise) (“Payment In Full”)in full, each Pledgor hereby grants to the Collateral Agent Administrative Agent, subject to such additional steps and actions as may be necessary to comply with the applicable Law of the respective jurisdiction of incorporation, formation or organization, as applicable, of any Foreign Company (the “Applicable Local Law”), a continuing first priority (subject to Permitted Liens) security interest under the Code in and hereby pledges to the Collateral Administrative Agent, in each case for the ratable benefit of each of the Secured Parties to the extent provided in the Intercreditor AgreementLenders and Administrative Agent and any provider of Lender Provided Hedge or any Other Lender Provided Financial Service Products, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located. Notwithstanding anything to the contrary contained in any Financing Document, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement).
(b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Collateral Administrative Agent (or with a Person designated by the Collateral Agent to hold the Pledged Collateral on behalf of the Collateral Agent) in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver to and deposit with the Collateral Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything to the contrary contained in this Agreement (i) Agreement, the Pledged Collateral issued by with respect to any one Foreign Company shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote issued by of such Foreign Company, Company and (ii) this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-sixty five percent (65%) limitation. To the extent the Collateral Administrative Agent receives more than sixty-sixty five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle to vote issued by of any Foreign Company, the Collateral Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.
Appears in 1 contract
Grant of Security Interests. (a) 2.1 To secure on a first first-priority (subject to Permitted Liens) perfected basis the indefeasible payment and performance in full of all Senior Secured Obligations when due (whether at stated maturity, by acceleration or otherwise) (“Payment In Full”)in full, each Pledgor hereby reconfirms its grant under the Existing Pledge Agreement and grants anew to the Collateral Administrative Agent a continuing first first-priority (subject to Permitted Liens) security interest under the Code in and hereby reconfirms its pledge and pledges anew to the Collateral Administrative Agent, in each case for the ratable benefit of each of the Secured Parties to the extent provided in the Intercreditor AgreementParties, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located. Notwithstanding anything to the contrary contained in any Financing Document, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement).
(b) 2.2 Upon the execution and delivery of this Agreement, each Pledgor shall reconfirm its delivery and DLH Holdings Corp. shall deliver to and deposit with the Collateral Administrative Agent (or with a Person designated by the Collateral Agent to hold the Pledged Collateral on behalf of the Collateral Agent) in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged CollateralCollateral to the extent that such Pledged Collateral is represented by certificates (including, without limitation, any certificated capital stock of any Company), together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver to and deposit with the Collateral Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) 2.3 Notwithstanding anything to the contrary contained in this Agreement (i) Agreement, the Pledged Collateral issued by with respect to any one Foreign Company shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote issued by of such Foreign Company, Company and (ii) this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-sixty five percent (65%) limitation. To the extent the Collateral Administrative Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle to vote issued by any Foreign Company, the Collateral Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.sixty {N0289348 2 }
Appears in 1 contract
Grant of Security Interests. (a) To Section 8.01. Seller's Grant of Security Interest. The parties hereto intend that each Purchase of Purchaser Interests to be made hereunder shall constitute a purchase and sale of undivided percentage ownership interests in the Transferred Receivables and not a loan. Notwithstanding the foregoing, in addition to and not in derogation of any rights now or hereafter acquired by any Purchaser or the Administrative Agent hereunder, the parties hereto intend that this Agreement shall constitute a security agreement under applicable law. In such regard and, in any event, to secure on a first priority (subject to Permitted Liens) perfected basis the indefeasible payment prompt and complete payment, performance in full and observance of all Senior Seller Secured Obligations when due (whether at stated maturityObligations, and to induce the Administrative Agent, Conduit Purchaser and the Committed Purchaser to enter into this Agreement and perform the obligations required to be performed by acceleration or otherwise) (“Payment In Full”)it hereunder in accordance with the terms and conditions thereof, each Pledgor the Seller hereby grants grants, assigns, conveys, pledges, hypothecates and transfers to the Collateral Agent Administrative Agent, for the benefit of itself, the Conduit Purchaser and the Committed Purchaser, a continuing first priority (subject to Permitted Liens) Lien upon and security interest under the Code in and hereby pledges to the Collateral Agent, in each case for the ratable benefit of each of the Secured Parties to the extent provided in the Intercreditor Agreement, all of such Pledgor’s now existing and hereafter acquired or arising its right, title and interest in, to and under, but none of its obligations arising from, the following property, whether now owned by or owing to, and under the Pledged Collateral whether now or hereafter existing and wherever located. Notwithstanding anything to the contrary contained acquired by or arising in any Financing Documentfavor of, the Senior Secured Obligations shall not include Seller (including under any Excluded Hedge Liabilities trade names, styles or derivations of the Seller), and regardless of where located (all of which being hereinafter collectively referred to as defined in the Domestic Credit Agreement"Seller Collateral"):
(a) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement).all Receivables, Contracts therefor and Collections thereon;
(b) Upon the execution and delivery of this Sale Agreement, each Pledgor shall deliver all Lockbox Account Agreements and all other Related Documents now or hereafter in effect relating to and deposit with the Collateral Agent purchase, servicing or processing of Receivables (or with a Person designated by collectively, the Collateral Agent to hold the Pledged Collateral on behalf "Seller Assigned Agreements"), including (i) all rights of the Collateral AgentSeller to receive moneys due and to become due thereunder or pursuant thereto, (ii) in pledgeall rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect thereto, (iii) all claims of such Pledgor’s certificatesthe Seller for damages or breach with respect thereto or for default thereunder and (iv) the right of the Seller to amend, instruments waive or other documents comprising or evidencing terminate the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver same and to perform and deposit with the Collateral Agent in pledge, to compel performance and otherwise exercise all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.remedies thereunder;
(c) Notwithstanding anything to all of the contrary contained in this Agreement following (collectively, the "Seller Account Collateral"):
(i) all deposit accounts, including the Pledged Collateral issued by any one Foreign Company shall not exceed sixty-five percent (65%) of Lockbox Accounts, the total combined voting power of all classes of capital stockLockboxes, shares, securities, member interests, partnership interests and other ownership interests entitled to vote issued by such Foreign Companythe Concentration Account, and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing any deposit account, the Lockbox Accounts, the Concentration Account, the Lockboxes or such funds,
(ii) this Agreement shall not apply the Collection Account, the Retention Account and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Account, the Retention Account or such funds,
(iii) all Investments from time to time of amounts in the Collection Account and the Retention Account, and all certificates, instruments and investment property, if any, from time to time representing or evidencing such Investments,
(iv) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by any Purchaser or any assignee or agent on behalf of any Purchaser in substitution for or in addition to any such stockof the then existing Seller Account Collateral, sharesand
(v) all interest, securitiesdividends, member interestscash, partnership interests instruments, investment property and other property from time to time received, receivable or ownership interests which are otherwise distributed with respect to or in excess exchange for any and all of such sixty-five percent the then existing Seller Account Collateral;
(65%d) limitation. To all other property that may from time to time hereafter be granted and pledged by the Seller or by any Person on its behalf under this Agreement, including any deposit with any Purchaser or the Administrative Agent of additional funds by the Seller; and
(e) to the extent the Collateral Agent receives more than sixty-five percent (65%) not otherwise included, all proceeds and products of the total combined voting power foregoing and all accessions to, substitutions and replacements for, and profits of, each of all classes the foregoing Seller Collateral (including proceeds that constitute property of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle to vote issued by any Foreign Company, the Collateral Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgortypes described in Sections 8.01(a) through (d).
Appears in 1 contract
Samples: Receivables Purchase and Servicing Agreement (Avondale Inc)
Grant of Security Interests. (a) To secure on a first priority (subject to Permitted Liens) perfected basis the indefeasible payment and performance in full of all Senior Secured Obligations when due (whether at stated maturity, by acceleration or otherwise) (“Payment In Full”), each Pledgor Each Subsidiary Grantor hereby grants to the Collateral Agent Agent, for the ratable benefit of the Secured Parties, a continuing first priority (subject to Permitted Liens) security interest under the Code in such Subsidiary Grantor’s right, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Subsidiary Grantor, wherever located, and whether now or hereafter existing or arising (collectively, the “Security Collateral”):
(i) the Initial Pledged Equity and the certificates, if any, representing the Initial Pledged Equity, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for, or in conversion of, any or all of the Initial Pledged Equity and all subscription warrants, rights or options issued thereon or with respect thereto;
(ii) all additional shares of stock and other Equity Interests of or in any Pledged Company from time to time acquired by such Subsidiary Grantor in any manner (such shares and other Equity Interests, together with the Initial Pledged Equity, being the “Pledged Equity”), and the certificates, if any, representing such additional shares or other Equity Interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Equity and all subscription warrants, rights or options issued thereon or with respect thereto;
(iii) all books and records of such Grantor pertaining to the Security Collateral;
(iv) all supporting obligations, general intangibles and contract rights (including rights under limited liability company agreements, limited partnership agreements and any other organizational or constituent documents pursuant to which Pledged Equity has been issued or which sets out rights with respect thereto), warranties, indemnities or guaranties, in each case to the extent relating to, or payable in respect of, interests in the Security Collateral, and any tort claims (including all commercial tort claims) arising in connection with interests in the Security Collateral; and
(v) all proceeds of the foregoing Security Collateral.
(b) Each Subsidiary Grantor hereby pledges grants to the Collateral Agent, in each case for the ratable benefit of each of the Secured Parties to the extent provided Parties, a security interest in the Intercreditor Agreement, all of such PledgorSubsidiary Grantor’s now existing and hereafter acquired or arising right, title and interest inin and to the following (but excluding Excluded Subsidiary Grantor Assets), toin each case, as to each type of property described below, whether now owned or hereafter acquired by such Subsidiary Grantor, wherever located, and under the Pledged Collateral whether now or hereafter existing or arising (all such property in which a security interest is granted under this Section 5.01(b) being, collectively, the “Subsidiary Grantor Payment Collateral”):
(i) all accounts and wherever locatedpayment intangibles owing to such Subsidiary Grantor by (A) any Pipeline Company Borrower or (B) any other Grantor;
(ii) all instruments owing to such Subsidiary Grantor by (A) any Pipeline Company Borrower or (B) any other Grantor;
(iii) all chattel paper in respect of obligations payable to such Subsidiary Grantor with respect to which the account debtor is (A) any Pipeline Company Borrower or (B) any other Grantor; and
(iv) all proceeds of the foregoing Subsidiary Grantor Payment Collateral. Notwithstanding anything the foregoing, the Subsidiary Grantor Payment Collateral shall not include, and the Liens created under this Section 5.01(b) shall not encumber, (A) any (1) accounts owing to the contrary contained Exempted Guarantor by the Company, (2) payment intangibles owing to the Exempted Guarantor by the Company, (3) instruments owing to the Exempted Guarantor by the Company or chattel paper in respect of obligations payable to the Exempted Guarantor with respect to which the account debtor is the Company, or (B) any Financing DocumentExcluded Payment Property of any Grantor (all of the property described in clause (A) and (B) of this sentence being, collectively, the Senior Secured Obligations shall not include any “Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Obligations (as defined in the Mexican Credit AgreementSubsidiary Grantor Assets”).
(b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Collateral Agent (or with a Person designated by the Collateral Agent to hold the Pledged Collateral on behalf of the Collateral Agent) in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver to and deposit with the Collateral Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything The Company hereby grants to the contrary contained Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in the Company’s right, title and interest in and to the following (but excluding Excluded Payment Property of the Company), in each case, as to each type of property described below, whether now owned or hereafter acquired by the Company, wherever located, and whether now or hereafter existing or arising (all such property in which a security interest is granted under this Agreement Section 5.01(c) being, collectively, the “Company Payment Collateral”, and together with the Subsidiary Grantor Payment Collateral, the “Payment Collateral”):
(i) all accounts or payment intangibles owing to the Company by (A) any Pipeline Company Borrower or (B) any Grantor (other than the Exempted Guarantor);
(ii) all instruments owing to the Company by (A) any Pipeline Company Borrower or (B) any Grantor (other than the Exempted Guarantor);
(iii) all chattel paper in respect of obligations payable to the Company with respect to which the account debtor is (A) any Pipeline Company Borrower or (B) any Grantor (other than the Exempted Guarantor); and
(iv) all proceeds of the foregoing Company Payment Collateral. Notwithstanding the foregoing, the Company Payment Collateral shall not include, and the Liens created under this Section 5.01(c) shall not encumber, any Excluded Payment Property of the Company.
(d) Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in such Grantor’s right, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now owned or hereafter existing or arising (collectively, the “Account Collateral”):
(i) the Pledged Collateral issued by Accounts, all Pledged Financial Assets, all Pledged Security Entitlements and all property, funds, interest, dividends, distributions, cash, instruments and other property from time to time carried in or credited to any one Foreign Company shall not exceed sixty-five percent (65%) Pledged Account or received, receivable or otherwise distributed in respect of or in exchange for any or all of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote issued by such Foreign Companyforegoing, and all certificates and instruments, if any, from time to time representing or evidencing the Pledged Accounts;
(ii) this Agreement shall not apply all promissory notes, certificates of deposit, deposit accounts, checks and other instruments delivered (or required to any such stock, shares, securities, member interests, partnership interests be delivered) to or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent otherwise possessed by the Collateral Agent receives more than sixty-five percent (65%) for or on behalf of such Grantor in connection with the Account Collateral, including those received in substitution for or in addition to any or all of the total combined voting power of Account Collateral;
(iii) all classes of capital stockinterest, sharesdividends, securitiesdistributions, member interestscash, partnership interests instruments and other ownership interests entitle property from time to vote issued by time received, receivable or otherwise distributed in respect of or in exchange for any Foreign Companyor all of the Account Collateral;
(iv) all books and records of such Grantor pertaining to any of the Account Collateral;
(v) all supporting obligations, general intangibles, contract rights, warranties, indemnities and guaranties, in each case to the extent relating to, or payable in respect of, the Collateral Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon Account Collateral; and
(vi) all proceeds of the request of a Pledgorforegoing Account Collateral.
Appears in 1 contract
Samples: Credit Agreement (El Paso Corp/De)
Grant of Security Interests. (a) To Section 8.01. Seller's Grant of Security Interest. The parties hereto intend that each Purchase of Purchaser Interests to be made hereunder shall constitute a purchase and sale of undivided percentage ownership interests in the Transferred Receivables and the Related Security and not a loan. Notwithstanding the foregoing, in addition to and not in derogation of any rights now or hereafter acquired by the Purchaser or the Administrative Agent hereunder, the parties hereto intend that this Agreement shall constitute a security agreement under applicable law. In such regard and, in any event, to secure on a first priority (subject to Permitted Liens) perfected basis the indefeasible payment prompt and complete payment, performance in full and observance of all Senior Seller Secured Obligations when due (whether at stated maturityObligations, and to induce the Purchaser to enter into this Agreement and perform the obligations required to be performed by acceleration or otherwise) (“Payment In Full”)it hereunder in accordance with the terms and conditions thereof, each Pledgor the Seller hereby grants grants, assigns, conveys, pledges, hypothecates and transfers to the Collateral Agent Administrative Agent, for the benefit of itself and the Purchaser, a continuing first priority (subject to Permitted Liens) Lien upon and security interest under the Code in and hereby pledges to the Collateral Agent, in each case for the ratable benefit of each of the Secured Parties to the extent provided in the Intercreditor Agreement, all of such Pledgor’s now existing and hereafter acquired or arising its right, title and interest in, to and under, but none of its obligations arising from, the following property, whether now owned by or owing to, and under the Pledged Collateral whether now or hereafter existing and wherever located. Notwithstanding anything to the contrary contained acquired by or arising in any Financing Documentfavor of, the Senior Secured Obligations shall not include Seller (including under any Excluded Hedge Liabilities trade names, styles or derivations of the Seller), and regardless of where located (all of which being hereinafter collectively referred to as defined in the Domestic Credit Agreement"Seller Collateral"):
(a) or Excluded Swap Obligations (as defined in all Receivables and the Mexican Credit Agreement).Related Security;
(b) Upon the execution and delivery of this Sale Agreement, each Pledgor shall deliver all Lockbox Agreements and all other Related Documents now or hereafter in effect relating to and deposit with the Collateral Agent purchase, servicing or processing of Receivables or the Related Security (or with a Person designated by collectively, the Collateral Agent to hold the Pledged Collateral on behalf "Seller Assigned Agreements"), including (i) all rights of the Collateral AgentSeller to receive moneys due and to become due thereunder or pursuant thereto, (ii) in pledgeall rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect thereto, (iii) all claims of such Pledgor’s certificatesthe Seller for damages or breach with respect thereto or for default thereunder and (iv) the right of the Seller to amend, instruments waive or other documents comprising or evidencing terminate the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver same and to perform and deposit with the Collateral Agent in pledge, to compel performance and otherwise exercise all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.remedies thereunder;
(c) Notwithstanding anything all other property that may from time to time hereafter be granted and pledged by the Seller or by any Person on its behalf under this Agreement, including any deposit with the Purchaser or the Administrative Agent of additional funds by the Seller; and
(d) to the contrary contained in this Agreement (i) the Pledged Collateral issued by any one Foreign Company shall extent not exceed sixty-five percent (65%) otherwise included, all proceeds and products of the total combined voting power of foregoing and all classes of capital stockaccessions to, shares, securities, member interests, partnership interests substitutions and other ownership interests entitled to vote issued by such Foreign Companyreplacements for, and (ii) this Agreement shall not apply to any such stockprofits of, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Collateral Agent receives more than sixty-five percent (65%) each of the total combined voting power foregoing Seller Collateral (including proceeds that constitute property of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle to vote issued by any Foreign Company, the Collateral Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgortypes described in Sections 8.01(a) through (c).
Appears in 1 contract
Samples: Receivables Purchase and Servicing Agreement (Castle a M & Co)
Grant of Security Interests. As collateral security for (ai) To secure on a first priority (subject the Borrowers’ obligations to Permitted Liens) perfected basis pay the indefeasible payment and performance in full of all Senior Secured Obligations Lender Debt when due (whether at stated maturity, by acceleration or otherwise) (“Payment In Full”), each Pledgor hereby grants and payable and their indemnification obligations to the Collateral Agent a continuing first priority Lender Group hereunder and (subject to Permitted Liensii) security interest under Parent’s obligations pay the Code in and hereby pledges to the Collateral Agent, in each case for the ratable benefit of each of the Secured Parties to the extent provided in the Intercreditor Agreement, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located. Notwithstanding anything to the contrary contained in any Financing Document, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Guaranteed Obligations (as defined in the Mexican Credit Agreement).Parent \39109424 Guaranty) when due and payable and its indemnification obligations to the Lender Group hereunder each Borrower and Parent hereby grant to the Agent for the benefit of the Lender Group a first-priority Lien (subject only to Permitted Liens) on and security interest in and right of set-off against all of the rights title and interest of such Borrower (or Parent as applicable) in and to all assets of such Borrower (or Parent as applicable) whether now existing or hereafter acquired and wherever located including without limitation all of the following (together with all other collateral provided by the Loan Parties under the other Loan Documents as security for the Lender Debt the "Collateral"):
(b1) Upon all Receivables whether now owned or hereafter acquired;
(2) to the execution and delivery of this Agreement, each Pledgor shall deliver to and maximum extent permitted by law all deposit with the Collateral Agent (or with a Person designated by the Collateral Agent to hold the Pledged Collateral on behalf accounts of the Collateral AgentParent or such Borrower including without limitation each Lockbox and each Lockbox Account and amounts held therein;
(3) in pledge, all money and cash;
(4) all Records relating to items (1) through (3) above;
(5) all general intangibles (other than Receivables and rights under Contracts) including franchise rights licenses patents patent applications trade names and trademarks and Federal state and local tax refund claims of all kinds;
(6) all goods including without limitation all machinery equipment fixtures and all other tangible personal property as well as all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, types of property leased and all rights and interests with respect thereto under such leases (including without limitation options to purchase) together with undated stock powers, instruments all present and future additions and accessions thereto replacements therefor component and auxiliary parts and supplies used or other documents signed to be used in blank by such Pledgor. In connection therewith and all substitutes for any of the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver to foregoing and deposit all manuals drawings instructions warranties and rights with the Collateral Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.respect thereto;
(c7) Notwithstanding anything all inventory and documents of title relating thereto;
(8) all Contracts to the contrary contained extent not included in this Agreement the definition of Receivables;
(i9) all instruments investment property securities security entitlements and securities accounts;
(10) all Equity Interests held by each Borrower and the Pledged Collateral issued by Parent;
(11) all Records relating to items (5) through (10) above; and
(12) all proceeds of any one Foreign Company shall not exceed sixty-five percent (65%) kind or nature of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled foregoing. This Agreement will be deemed to vote issued by such Foreign Company, and (ii) this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To be a security agreement within the extent the Collateral Agent receives more than sixty-five percent (65%) meaning of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle to vote issued by any Foreign Company, the Collateral Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a PledgorUCC.
Appears in 1 contract
Grant of Security Interests. (ai) To secure on a first priority (subject to Permitted Liens) perfected basis the indefeasible payment and performance in full of all Senior Secured Obligations when due (whether at stated maturity, by acceleration or otherwise) (“Payment In Full”)in full, each Pledgor hereby grants to the Collateral Administrative Agent a continuing first priority (subject to Permitted Liens) security interest under the Code in and hereby pledges to the Collateral Administrative Agent, in each case for the ratable benefit of each of the Secured Parties to the extent provided in the Intercreditor AgreementLenders and Administrative Agent and any provider of Lender Provided Interest Rate/Currency Hedge or any Other Lender Provided Financial Service Product, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located. Notwithstanding anything to the contrary contained in any Financing Document, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement).
(bii) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Collateral Administrative Agent (or with a Person designated by the Collateral Agent to hold the Pledged Collateral on behalf of the Collateral Agent) in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver to and deposit with the Collateral Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(ciii) Notwithstanding anything to the contrary contained in this Agreement (i) Agreement, the Pledged Collateral issued by with respect to any one Foreign Company Subsidiary shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote issued by of such Foreign Company, Subsidiary and (ii) this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-sixty five percent (65%) limitation. To the extent the Collateral Administrative Agent receives more than sixty-sixty five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle to vote issued by of any Foreign CompanySubsidiary, the Collateral Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.
Appears in 1 contract
Grant of Security Interests. (a) To secure on a first priority (subject to Permitted Liens) perfected basis the indefeasible payment and performance in full of all Senior Secured Obligations when due (whether at stated maturityobligations under this Agreement, by acceleration or otherwise) (“Payment In Full”), each the Pledgor hereby grants to the Collateral Agent Secured Party a continuing first priority (subject to Permitted Liens) security interest under the Code UCC in and hereby pledges to the Collateral AgentSecured Party, in each case for the ratable benefit of each of the Secured Parties to the extent provided in the Intercreditor AgreementParty and its Affiliates, all of such the Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located. Notwithstanding anything to the contrary contained in any Financing Document, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement).
(b) Upon the execution and delivery of this Agreement, each Pledgor the Pledgor, if applicable, shall deliver to and deposit with the Collateral Agent Secured Party (or with a Person designated by the Collateral Agent Secured Party to hold the Pledged Collateral on behalf of the Collateral AgentSecured Party) in pledge, all of such the Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such the Pledgor. In the event that any the Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such the Pledgor shall promptly deliver to and deposit with the Collateral Agent Secured Party in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything to the contrary contained in this Agreement (i) Agreement, the Pledged Collateral issued by with respect to any one Foreign Holding Company or CFC shall not exceed sixty-five percent (65%) % of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests outstanding Equity Interests entitled to vote issued by of such Foreign CompanyHolding Company or CFC, and (ii) this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests Equity Interests which are in excess of such sixty-five percent (65%) % limitation. To the extent the Collateral Agent Secured Party receives more than sixty-five percent (65%) % of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle outstanding Equity Interests entitled to vote issued by of any Foreign CompanyHolding Company or CFC, the Collateral Agent Secured Party shall return such excess stock, shares, securities, member interests, partnership interests and stock or other ownership interests upon the request of a the Pledgor.
Appears in 1 contract
Samples: Pledge Agreement (Janel Corp)
Grant of Security Interests. (a) To secure on a first priority (subject to Permitted Liens) perfected basis the indefeasible payment and performance in full of all Senior Secured Obligations when due (whether at stated maturity, by acceleration or otherwise) (“Payment In Full”)in full, each Pledgor hereby grants to the Collateral Agent Trustee a continuing first priority (subject to Permitted Liens) security interest under the Code in and hereby pledges to the Collateral AgentTrustee, in each case for the equal and ratable benefit of each of the Secured Parties to the extent provided in the Intercreditor AgreementParties, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located. Notwithstanding anything , subject in all cases to Permitted Liens (except the contrary contained Liens contemplated by clause (viii) of the definition of Permitted Liens) and inchoate Liens that do not have priority over the Liens granted under the Loan Documents; provided that the Pledgors shall not be required to perfect the security interest in any Financing Documentthe shares of CNX Gas purchased after the date hereof in anticipation of the CNX Gas Merger until required pursuant to Section 8.2.7(xv) of the Credit Agreement (collectively, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement“Permitted Pledged Collateral Liens”).
(b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Collateral Agent (or with a Person designated by the Collateral Agent to hold the Pledged Collateral on behalf of the Collateral Agent) in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver to and deposit with the Collateral Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything to the contrary contained in this Agreement (i) Agreement, the Pledged Collateral issued by with respect to any one Foreign Company shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests stock and other ownership equity interests entitled to vote issued by of such Foreign Company, Company and (ii) this Agreement shall not apply to any such capital stock, shares, securities, member interests, partnership interests or ownership other equity interests which are in excess of such sixty-sixty five percent (65%) limitation. To the extent the Collateral Agent Trustee receives more than sixty-sixty five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests stock and other ownership equity interests entitle entitled to vote issued by of any Foreign Company, the Collateral Agent Trustee shall return such excess stock, shares, securities, member interests, partnership interests capital stock and other ownership equity interests upon the request of a Pledgor.
Appears in 1 contract
Samples: Pledge Agreement (CONSOL Energy Inc)
Grant of Security Interests. (a) To secure on a first priority (subject to Permitted Liens) perfected basis The Debtor does hereby grant and pledge unto the indefeasible Collateral Agent in its capacity solely as collateral agent for the equal and ratable benefit of the Secured Creditors, as security for the prompt payment and performance in full when due of all Senior Secured Obligations when due (whether at stated maturityObligations, by acceleration or otherwise) (“Payment In Full”), each Pledgor hereby grants to the Collateral Agent a continuing first priority (subject to Permitted Liens) security interest under the Code in and hereby pledges to the Collateral Agent, in each case for the ratable benefit of each all of the Secured Parties to the extent provided in the Intercreditor Agreement, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest of the Debtor in, toto and under all of the following personal property(and all rights therein) of the Debtor, or in which or to which the Debtor has any rights, in each case whether now existing or hereafter from time to time acquired, including each of the following (collectively, the “Collateral”):
i. all Containers listed on Schedule 1, including, without limitation, all additions, appliances, parts, instruments, accessories and appurtenances thereto, all furnishings and other equipment of any kind from time to time installed or attached to any of such Containers, and under the Pledged Collateral whether now all devices used in or hereafter existing and wherever locatedin or on such Containers;
ii. Notwithstanding anything all Related Assets with respect to the contrary contained Containers;
iii. all Accounts, Chattel Paper, General Intangibles, Instruments and Inventory, in each case to the extent they relate to any Containers;
iv. all Leases, all Lease proceeds and all rights under Leases and related agreements, including rentals, termination rights, rights to compel performance and guarantees, in each case to the extent that they relate to any Containers;
v. all insurance proceeds, refunds and premium rebates and other proceeds from dispositions, in each case to the extent that they relate to any Containers;
vi. all condemnation and confiscation awards, in each case to the extent that they relate to any Containers;
vii. any Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in any Financing DocumentCollateral Account;
viii. all money, cash and cash equivalents constituting products or proceeds of any of the Senior Secured Obligations shall not include foregoing Collateral;
ix. all Subject Commercial Tort Claims that arise from or relate to any Excluded Hedge Liabilities of the foregoing Collateral;
x. all policies and certificates of insurance and all insurance proceeds, refunds, and premium rebates, with respect to any of the Collateral;
xi. 2013-A Special Unit of Beneficial Interest Certificate number 2013-A SUBI-1, evidencing an exclusive undivided 100% beneficial ownership interest in all 2013-A SUBI Assets (as defined therein), and any other Special Unit of Beneficial Interest Certificates evidencing beneficial ownership interest in the Domestic Credit Agreement) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement).
(b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Collateral Agent (or with a Person designated by the Collateral Agent to hold the Pledged Collateral on behalf any of the Collateral Agent) in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged foregoing Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor; and
xii. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver to and deposit with the Collateral Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything to the contrary contained in this Agreement extent not included above, any and all products, proceeds (i) the Pledged Collateral issued by including insurance proceeds), substitutions, and accessions of or to any one Foreign Company shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote issued by such Foreign Company, and (ii) this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Collateral Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle to vote issued by any Foreign Company, the Collateral Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgorforegoing.
Appears in 1 contract
Grant of Security Interests. (a) To SECTION 8.1 SELLER'S GRANT OF SECURITY INTEREST. The parties hereto intend that each Purchase of Purchaser Interests to be made hereunder shall constitute a purchase and sale of undivided percentage ownership interests in the Transferred Receivables and not a loan. Notwithstanding the foregoing, in addition to and not in derogation of any rights now or hereafter acquired by any Purchaser or the Administrative Agent hereunder, the parties hereto intend that this Agreement shall constitute a security agreement under applicable law. In such regard and, in any event, to secure on a first priority (subject to Permitted Liens) perfected basis the indefeasible payment prompt and complete payment, performance in full and observance of all Senior Seller Secured Obligations when due (whether at stated maturityObligations, and to induce the Conduit Purchaser and the Committed Purchaser to enter into this Agreement and perform the obligations required to be performed by acceleration or otherwise) (“Payment In Full”)it hereunder in accordance with the terms and conditions thereof, each Pledgor the Seller hereby grants grants, assigns, conveys, pledges, hypothecates and transfers to the Collateral Agent Administrative Agent, for the benefit of itself, the Conduit Purchaser and the Committed Purchaser, a continuing first priority (subject to Permitted Liens) Lien upon and security interest under the Code in and hereby pledges to the Collateral Agent, in each case for the ratable benefit of each of the Secured Parties to the extent provided in the Intercreditor Agreement, all of such Pledgor’s now existing and hereafter acquired or arising its right, title and interest in, to and under, but none of its obligations arising from, the following property, whether now owned by or owing to, and under the Pledged Collateral whether now or hereafter existing and wherever located. Notwithstanding anything to the contrary contained acquired by or arising in any Financing Documentfavor of, the Senior Secured Obligations shall not include Seller (including under any Excluded Hedge Liabilities trade names, styles or derivations of the Seller), and regardless of where located (all of which being hereinafter collectively referred to as defined in the Domestic Credit Agreement"Seller Collateral"):
(a) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement).all Transferred Receivables, Contracts therefor and Collections thereon;
(b) Upon the execution rights of the Seller, but none of the duties or obligations of the Seller in, to and delivery of this under the Sale Agreement, each Pledgor shall deliver the Contribution Agreement, the Subordinated Originator Note, the Subordinated Note, the Parent Note, the Intercompany Note, all Lockbox Account Agreements and all other Related Documents now or hereafter in effect relating to and deposit with the Collateral Agent purchase, servicing or processing of Transferred Receivables (or with a Person designated by collectively, the Collateral Agent to hold the Pledged Collateral on behalf "Seller Assigned Agreements"), including (i) all rights of the Collateral AgentSeller to receive moneys due and to become due thereunder or pursuant thereto, (ii) in pledgeall rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect thereto, (iii) all claims of such Pledgor’s certificatesthe Seller for damages or breach with respect thereto or for default thereunder and (iv) the right of the Seller to amend, instruments waive or other documents comprising or evidencing terminate the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver same and to perform and deposit with the Collateral Agent in pledge, to compel performance and otherwise exercise all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.remedies thereunder;
(c) Notwithstanding anything to all of the contrary contained in this Agreement following (collectively, the "Seller Account Collateral"):
(i) the Pledged Collateral issued by any one Foreign Company shall not exceed sixty-five percent (65%) of Lockbox Accounts, the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote issued by such Foreign CompanyLockboxes, and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Lockbox Accounts, the Lockboxes or such funds,
(ii) this Agreement shall not apply the Collection Account, the Retention Account and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Account, the Retention Account or such funds,
(iii) all Investments from time to time of amounts in the Collection Account and the Retention Account, and all certificates, instruments and investment property, if any, from time to time representing or evidencing such Investments,
(iv) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by any Purchaser or any assignee or agent on behalf of any Purchaser in substitution for or in addition to any such stockof the then existing Seller Account Collateral, sharesand
(v) all interest, securitiesdividends, member interestscash, partnership interests instruments, investment property and other property from time to time received, receivable or ownership interests which are otherwise distributed with respect to or in excess exchange for any and all of such sixty-five percent the then existing Seller Account Collateral;
(65%d) limitation. To all other property that may from time to time hereafter be granted and pledged by the Seller or by any Person on its behalf under this Agreement, including any deposit with any Purchaser or the Administrative Agent of additional funds by the Seller; and
(e) to the extent the Collateral Agent receives more than sixty-five percent (65%) not otherwise included, all proceeds and products of the total combined voting power foregoing and all accessions to, substitutions and replacements for, and profits of, each of all classes the foregoing Seller Collateral (including proceeds that constitute property of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle to vote issued by any Foreign Company, the Collateral Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgortypes described in Sections 8.1(a) through (d).
Appears in 1 contract
Samples: Receivables Purchase and Servicing Agreement (Advancepcs)
Grant of Security Interests. (a) 94.1 To secure on a first priority (subject to Permitted Liens) perfected basis the indefeasible payment and performance in full Payment In Full of all Senior Secured Obligations when due (whether at stated maturity, by acceleration or otherwise) (“Payment In Full”)Obligations, each Pledgor hereby grants to the Collateral Administrative Agent a continuing first priority (subject to Permitted Liens) security interest under the Code in and hereby pledges to the Collateral Administrative Agent, in each case for the ratable benefit of each of the Secured Parties to the extent provided in the Intercreditor AgreementLenders and Administrative Agent and any provider of any Lender-Provided Hedge or any Lender-Provided Treasury/Credit Arrangement, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located. Notwithstanding anything to the contrary contained in any Financing Document, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement).
(b) 94.2 Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Collateral Administrative Agent (or with a Person designated by the Collateral Administrative Agent to hold the Pledged Collateral on behalf of the Collateral Administrative Agent) in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver to and deposit with the Collateral Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) 94.3 Notwithstanding anything to the contrary contained in this Agreement (i) Agreement, the Pledged Collateral issued with respect to any Company organized under the laws of a country or state other than the United States (or any state thereof) or such other country designated by any one Foreign Company the Borrower and consented to in writing by the Administrative Agent (each a “Partial Pledge Company”) shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote issued by of such Foreign Company, Partial Pledge Company and (ii) this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Collateral Administrative Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle entitled to vote issued by of any Foreign Partial Pledge Company, the Collateral Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.
Appears in 1 contract
Grant of Security Interests. (a) To Section 8.01. Seller's Grant of Security Interest. The parties hereto intend that each Purchase of Purchaser Interests to be made hereunder shall constitute a purchase and sale of undivided percentage ownership interests in the Transferred Receivables and not a loan. Notwithstanding the foregoing, in addition to and not in derogation of any rights now or hereafter acquired by any Purchaser or the Administrative Agent hereunder, the parties hereto intend that this Agreement shall constitute a security agreement under applicable law. In such regard and, in any event, to secure on a first priority (subject to Permitted Liens) perfected basis the indefeasible payment prompt and complete payment, performance in full and observance of all Senior Seller Secured Obligations when due (whether at stated maturityObligations, and to induce the Conduit Purchasers and the Committed Purchasers to enter into this Agreement and perform the obligations required to be performed by acceleration or otherwise) (“Payment In Full”)it hereunder in accordance with the terms and conditions thereof, each Pledgor the Seller hereby grants grants, assigns, conveys, pledges, hypothecates and transfers to the Collateral Agent Administrative Agent, for the benefit of itself, the Conduit Purchasers and the Committed Purchasers, a continuing first priority (subject to Permitted Liens) Lien upon and security interest under the Code in and hereby pledges to the Collateral Agent, in each case for the ratable benefit of each of the Secured Parties to the extent provided in the Intercreditor Agreement, all of such Pledgor’s now existing and hereafter acquired or arising its right, title and interest in, to and under, but none of its obligations arising from, the following property, whether now owned by or owing to, and under the Pledged Collateral whether now or hereafter existing and wherever located. Notwithstanding anything to the contrary contained acquired by or arising in any Financing Documentfavor of, the Senior Secured Obligations shall not include Seller (including under any Excluded Hedge Liabilities trade names, styles or derivations of the Seller), and regardless of where located (all of which being hereinafter collectively referred to as defined in the Domestic Credit Agreement"Seller Collateral"):
(a) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement).all Transferred Receivables;
(b) Upon the execution Sale and delivery of this Contribution Agreement, each Pledgor shall deliver all Lockbox Account Agreements, Deposit Account Agreements and all other Related Documents now or hereafter in effect relating to and deposit with the Collateral Agent purchase, servicing or processing of Transferred Receivables (or with a Person designated by collectively, the Collateral Agent to hold the Pledged Collateral on behalf "Seller Assigned Agreements"), including (i) all rights of the Collateral AgentSeller to receive moneys due and to become due thereunder or pursuant thereto, (ii) all rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect thereto, (iii) all claims of the Seller for damages or breach with respect thereto or for default thereunder, (iv) the right of the Seller to amend, waive or terminate the same and to perform and to compel performance and otherwise exercise all remedies thereunder, and (v) all rights of the Seller in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Originator Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver to and deposit with the Collateral Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.;
(c) Notwithstanding anything to all of the contrary contained in this Agreement following (collectively, the "Seller Account Collateral"):
(i) the Pledged Collateral issued by any one Foreign Company shall not exceed sixty-five percent (65%) of Lockbox Accounts, the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote issued by such Foreign CompanyLockboxes, and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Lockbox Accounts, the Lockboxes or such funds,
(ii) this Agreement shall not apply the Deposit Accounts and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Deposit Accounts or such funds; GE Capital Corporation/Blue Hill II, Inc. Amended and Restated Receivables Purchase and Servicing Agreement
(iii) the Agent's Account, the Reserve Account and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Agent's Account, the Reserve Account or such funds,
(iv) all Investments from time to time of amounts in the Agent's Account and the Reserve Account, and all certificates, instruments and investment property, if any, from time to time representing or evidencing such Investments,
(v) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by any Purchaser or any assignee or agent on behalf of any Purchaser in substitution for or in addition to any such stockof the then existing Seller Account Collateral, sharesand
(vi) all interest, securitiesdividends, member interestscash, partnership interests instruments, investment property and other property from time to time received, receivable or ownership interests which are otherwise distributed with respect to or in excess exchange for any and all of such sixty-five percent the then existing Seller Account Collateral;
(65%d) limitation. To all other property that may from time to time hereafter be granted and pledged by the Seller or by any Person on its behalf under this Agreement, including any deposit with any Purchaser or the Administrative Agent of additional funds by the Seller; and
(e) to the extent the Collateral Agent receives more than sixty-five percent (65%) not otherwise included, all proceeds of the total combined voting power foregoing and all accessions to, substitutions and replacements for, and profits of, each of all classes the foregoing Seller Collateral (including proceeds that constitute property of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle to vote issued by any Foreign Company, the Collateral Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgortypes described in Sections 8.01(a) through (d).
Appears in 1 contract
Samples: Receivables Purchase and Servicing Agreement (Amerisourcebergen Corp)
Grant of Security Interests. On the Issue Date, the Company and the Guarantors shall cause the Notes Collateral Agent (afor the benefit of the Notes Collateral Agent, the Trustee and the Holders) To secure to have valid and perfected Liens on a first the Collateral that are second in priority (only to First Lien Obligations on the Collateral, subject to Permitted Liens. In addition, the Company and the Guarantors shall:
(a) enter into each of the Notes Collateral Documents and any amendments or supplements to such Notes Collateral Documents necessary in order to cause the Notes Collateral Agent (for the benefit of the Notes Collateral Agent, the Trustee and the Holders) to have valid and perfected basis the indefeasible payment and performance in full of all Senior Secured Obligations when due (whether at stated maturity, by acceleration or otherwise) (“Payment In Full”), each Pledgor hereby grants to Liens on the Collateral Agent a continuing first that are second in priority (only to First Lien Obligations, subject to Permitted Liens) security interest under the Code in and hereby pledges to the Collateral Agent, in each case for the ratable benefit of each of the Secured Parties to the extent provided in the Intercreditor Agreement, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located. Notwithstanding anything to the contrary contained in any Financing Document, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement).;
(b) Upon do, execute, acknowledge, deliver, record, file and register, as applicable, any and all acts, deeds, conveyances, security agreements, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as may be required so that, on the execution and delivery of this AgreementIssue Date, each Pledgor shall deliver to and deposit with the Notes Collateral Agent (or with a Person designated by for the benefit of the Notes Collateral Agent, the Trustee and the Holders) shall have valid and perfected Liens on the Collateral Agent that are second in priority only to hold the Pledged Collateral on behalf of the Collateral Agent) in pledgeFirst Lien Obligations, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver subject to and deposit with the Collateral Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.Permitted Liens;
(c) Notwithstanding anything take such further action and execute and deliver such other documents specified in the Indenture Documents or as otherwise may be reasonably requested by the Trustee or Notes Collateral Agent to give effect to the contrary contained in this Agreement foregoing; and
(d) deliver to the Trustee and the Notes Collateral Agent an Opinion of Counsel that (i) such Notes Collateral Documents and any other documents required to be delivered have been duly authorized, executed and delivered by the Pledged Collateral issued by any one Foreign Company shall not exceed sixty-five percent (65%) and the Guarantors and constitute legal, valid, binding and enforceable obligations of the total combined voting power of all classes of capital stockCompany and the Guarantors, shares, securities, member interests, partnership interests subject to customary qualifications and other ownership interests entitled to vote issued by such Foreign Companylimitations, and (ii) the Notes Collateral Documents and the other documents entered into pursuant to this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent Section 10.06 create valid and perfected Liens on the Collateral Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stockcovered thereby, shares, securities, member interests, partnership interests subject to Permitted Liens and other ownership interests entitle to vote issued by any Foreign Company, the Collateral Agent shall return such excess stock, shares, securities, member interests, partnership interests customary qualifications and other ownership interests upon the request of a Pledgorlimitations.
Appears in 1 contract
Samples: Senior Secured Indenture (United Rentals Highway Technologies Gulf, LLC)
Grant of Security Interests. (a) To SECTION 8.01 Seller's Grant of Security Interest. The parties hereto intend that each Purchase of Transferred Receivables to be made hereunder shall constitute a purchase and sale of such Transferred Receivables and not a loan. If, however, a court of competent jurisdiction determines that any transaction provided for herein constitutes a loan and not a purchase and sale, then the parties hereto intend that this Agreement shall constitute a security agreement under applicable law. In such regard and, in any event, to secure on a first priority (subject to Permitted Liens) perfected basis the indefeasible payment prompt and complete payment, performance in full and observance of all Senior Seller Secured Obligations when due (whether at stated maturityObligations, and to induce the Purchaser to enter into this Agreement and perform the obligations required to be performed by acceleration or otherwise) (“Payment In Full”)it hereunder in accordance with the terms and conditions thereof, each Pledgor the Seller hereby grants grants, assigns, conveys, pledges, hypothecates and transfers to the Collateral Agent Purchaser a continuing first priority (subject to Permitted Liens) security interest under the Code in and hereby pledges to the Collateral Agent, in each case for the ratable benefit of each of the Secured Parties to the extent provided in the Intercreditor Agreement, Lien upon all of such Pledgor’s now existing and hereafter acquired or arising its right, title and interest in, to, to and under the Pledged Collateral following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of, the Seller (including under any trade names, styles or derivations of the Seller), and regardless of where located (all of which being hereinafter collectively referred to as the "Seller Collateral"): (a) all Transferred Receivables, Contracts therefor and Collections thereon; (b) this Agreement, the Transfer Agreement, all Lockbox Agreements and all other Related Documents now or hereafter existing and wherever located. Notwithstanding anything in effect relating to the contrary contained in any Financing Documentpurchase, servicing or processing of Transferred Receivables (collectively, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities "Seller Assigned Agreements"), including (as defined in the Domestic Credit Agreementi) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement).
(b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Collateral Agent (or with a Person designated by the Collateral Agent to hold the Pledged Collateral on behalf all rights of the Collateral AgentSeller to receive moneys due and to become due thereunder or pursuant thereto, (ii) in pledgeall rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect thereto, (iii) all claims of such Pledgor’s certificatesthe Seller for damages or breach with respect thereto or for default thereunder and (iv) the right of the Seller to amend, instruments waive or other documents comprising or evidencing terminate the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver same and to perform and deposit with the Collateral Agent in pledge, to compel performance and otherwise exercise all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
remedies thereunder; (c) Notwithstanding anything to the contrary contained in this Agreement (i) the Pledged Collateral issued by any one Foreign Company shall not exceed sixty-five percent (65%) all of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote issued by such Foreign Company, and following (ii) this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Collateral Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle to vote issued by any Foreign Companycollectively, the Collateral Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor."Seller Deposit Account Collateral"):
Appears in 1 contract
Samples: Receivables Purchase and Servicing Agreement (Cone Mills Corp)
Grant of Security Interests. On the Issue Date, the Company and the Guarantors shall cause the Notes Collateral Agent (afor the benefit of the Notes Collateral Agent, the Trustee and the Holders) To secure to have valid and perfected Liens on a first the Collateral that are second in priority (only to First Lien Obligations on the Collateral, subject to Permitted Liens. In addition, the Company and the Guarantors shall:
(a) enter into each of the Notes Collateral Documents and any amendments or supplements to such Notes Collateral Documents necessary in order to cause the Notes Collateral Agent (for the benefit of the Notes Collateral Agent, the Trustee and the Holders) to have valid and perfected basis the indefeasible payment and performance in full of all Senior Secured Obligations when due (whether at stated maturity, by acceleration or otherwise) (“Payment In Full”), each Pledgor hereby grants to Liens on the Collateral Agent a continuing first that are second in priority (only to First Lien Obligations, subject to Permitted Liens) security interest under the Code in and hereby pledges to the Collateral Agent, in each case for the ratable benefit of each of the Secured Parties to the extent provided in the Intercreditor Agreement, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located. Notwithstanding anything to the contrary contained in any Financing Document, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement).;
(b) Upon do, execute, acknowledge, deliver, record, file and register, as applicable, any and all acts, deeds, conveyances, security agreements, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as may be required so that, on the execution and delivery of this AgreementIssue Date, each Pledgor shall deliver to and deposit with the Notes Collateral Agent (or with a Person designated by for the benefit of the Notes Collateral Agent, the Trustee and the Holders) shall have valid and perfected Liens on the Collateral Agent that are second in priority only to hold the Pledged Collateral on behalf of the Collateral Agent) in pledgeFirst Lien Obligations, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver subject to and deposit with the Collateral Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.Permitted Liens;
(c) Notwithstanding anything take such further action and execute and deliver such other documents specified in the Indenture Documents or as otherwise may be reasonably requested by the Trustee or Notes Collateral Agent to give effect to the contrary contained in this Agreement foregoing; and
(d) deliver to the Trustee and the Notes Collateral Agent an Opinion of Counsel that (i) such Notes Collateral Documents and any other documents required to be delivered have been duly authorized, executed and delivered by the Pledged Collateral issued by any one Foreign Company shall not exceed sixty-five percent (65%) and the Guarantors and constitute legal, valid, binding and enforceable obligations of the total combined voting power of all classes of capital stockCompany and the Guarantors, shares, securities, member interests, partnership interests subject to customary qualifications and other ownership interests entitled to vote issued by such Foreign Companylimitations, and (ii) the Notes Collateral Documents and the other documents entered into pursuant to this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent Section 10.15 create valid and perfected Liens on the Collateral Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stockcovered thereby, shares, securities, member interests, partnership interests subject to Permitted Liens and other ownership interests entitle to vote issued by any Foreign Company, the Collateral Agent shall return such excess stock, shares, securities, member interests, partnership interests customary qualifications and other ownership interests upon the request of a Pledgorlimitations.
Appears in 1 contract
Grant of Security Interests. (a) To secure on a first priority Borrower hereby pledges, transfers and assigns to Lender, and grants to Lender, as additional security for payment of the principal amount of the Loan, accrued and unpaid interest thereon and any and all other sums and amounts due under the Note, the Instrument and the other Loan Documents (subject to Permitted Liens) perfected basis collectively, the indefeasible payment and performance in full of all Senior Secured Obligations when due (whether at stated maturity, by acceleration or otherwise) (“Payment In Full”"DEBT"), each Pledgor hereby grants to the Collateral Agent a continuing first priority (subject to Permitted Liens) perfected security interest under the Code in and hereby pledges to to, and a general first lien upon the Collateral Agentfollowing (collectively, in each case for the ratable benefit of each of "ACCOUNT COLLATERAL"): (i) the Secured Parties to Collection Account, Deposit Account and Sub-Accounts (collectively, the extent provided in the Intercreditor Agreement, "Accounts") and all of such Pledgor’s now existing and hereafter acquired or arising Borrower's right, title and interest inin and to all cash, toproperty or rights transferred to or deposited in the Accounts from time to time by Borrower or on behalf of Borrower in accordance with the provisions of this Agreement, (ii) all earnings, investments and securities held in the Accounts in accordance with this Agreement, and under (iii) any and all proceeds of the Pledged Collateral whether now foregoing. Borrower further agrees to execute, acknowledge, deliver, file or hereafter existing do, at its sole cost and wherever locatedexpense, all other acts, assignments, notices, agreements or other instruments as Lender may reasonably require in order to effectuate, assure, convey, secure, assign, transfer and convey unto Lender any of the rights granted by this Section. Notwithstanding anything Borrower acknowledges and agrees that the Accounts maintained hereunder are subject to the contrary contained in sole dominion, control and discretion of Lender, its authorized agents or designees, and notwithstanding anything set forth herein to the contrary, neither Borrower nor any Financing Documentother person or entity, through or under Borrower, shall have any control over the use of, or any right to withdraw any amount from, the Senior Secured Obligations Accounts, and the Collection Bank and Depository shall not include any Excluded Hedge Liabilities (as defined in comply with all instructions originated by the Domestic Credit Agreement) Lender, its authorized agents or Excluded Swap Obligations (as defined in designees without further consent by the Mexican Credit Agreement)Borrower.
(b) Upon Borrower and Lender hereby notify the execution Collection Bank and delivery Depository of the grant by Borrower to Lender of a security interest in the Accounts and all of the Borrower's right, title and interest in and to all cash, property and rights transferred or deposited in the Accounts. In addition, the Collection Bank, Depository and Borrower each acknowledge and agree that the Accounts maintained hereunder are subject to the sole dominion, control and discretion of Lender and its authorized agents or designees subject to the terms and conditions of this Agreement, each Pledgor and notwithstanding anything set forth herein to the contrary, neither Borrower nor any other person or entity, through or under Borrower, shall deliver have any control over the use of, or any right to withdraw any amount from, the Accounts, and deposit the Collection Bank and Depository shall comply with the Collateral Agent (or with a Person designated all instructions originated by the Collateral Agent Lender, its authorized agents or designees without further consent by the Borrower. Borrower shall be entitled to hold request and receive any information about the Pledged Collateral on behalf Accounts that it shall reasonably request from time to time. The Collection Bank and Depository each waive any right of offset, set-off, recoupment or lien against the Collateral Agent) in pledgeAccounts or Borrower, all of such Pledgor’s certificatesits partners or their respective affiliates which it might have against the Accounts; PROVIDED, instruments HOWEVER, that each retain the right to charge the Collection Account, Deposit Account or other documents comprising or evidencing the Pledged CollateralSub-Accounts, together with undated stock powersas applicable, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver to and deposit with the Collateral Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything to the contrary contained in this Agreement for (i) the Pledged Collateral issued by any one Foreign Company shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stocktheir respective charges, shares, securities, member interests, partnership interests fees and other ownership interests entitled to vote issued by such Foreign Company, expenses provided for herein for which Borrower is responsible and (ii) this Agreement shall not apply all items deposited in and fund transfers credited to any such stock, shares, securities, member interests, partnership interests the Collection Account and subsequently returned unpaid or ownership interests with respect to which are in excess of such sixty-five percent (65%) limitation. To the extent the Collateral Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle Collection Bank fails to vote issued by any Foreign Company, the Collateral Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgorreceive final settlement.
Appears in 1 contract
Samples: Collection and Deposit Account Agreement (Horizon Group Properties Inc)
Grant of Security Interests. (a) To secure on a first priority (subject to Permitted Liens) perfected basis the indefeasible payment and performance in full of all Senior Secured Obligations when due (whether at stated maturity, by acceleration or otherwise) (“Payment In Full”)in full, each Revolver Party Pledgor hereby grants to the Collateral Administrative Agent a continuing first priority (subject to Permitted Liens) security interest under the Code in and hereby pledges to the Collateral Administrative Agent, in each case for the ratable benefit of each of the Secured Parties to the extent provided in the Intercreditor AgreementRevolver Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Services Product, all of such Revolver Party Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral (Revolver) whether now or hereafter existing and wherever located. Notwithstanding anything to the contrary contained in any Financing Document, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement).
(b) To secure on a second priority perfected basis (subject only to the Term Lenders’ first priority security interest created pursuant to the Pledge Agreement (Term)) the payment and performance of all Secured Obligations in full, each Term Party Pledgor hereby grants to the Administrative Agent a continuing second priority security interest (subject only to the Term Lenders’ first priority security interest created pursuant to the Pledge Agreement (Term)) under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each of the Revolver Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Services Product, all of such Term Party Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral (Term) whether now or hereafter existing and wherever located.
(c) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Collateral Administrative Agent (or with a Person designated by the Collateral Agent to hold the Pledged Collateral on behalf of the Collateral Agent) in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral and Pledged Joint Venture Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral and Pledged Joint Venture Collateral, such Pledgor shall promptly deliver to and deposit with the Collateral Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral and Pledged Joint Venture Collateral.
(cd) Notwithstanding anything to the contrary contained in this Agreement (i) Agreement, the Pledged Collateral issued by with respect to any one Foreign Company shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote issued by of such Foreign Company, Company and (ii) this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-sixty five percent (65%) limitation. To the extent the Collateral Administrative Agent receives more than sixty-sixty five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle to vote issued by of any Foreign Company, the Collateral Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.
Appears in 1 contract
Samples: Credit Agreement (Armstrong Resource Partners, L.P.)
Grant of Security Interests. (a) To secure on a first priority (subject to Permitted Liens) perfected basis As security for the indefeasible prompt and complete payment and performance in full when due of all Senior Secured Obligations when due (whether at stated maturityof its Municipal Obligations, by acceleration or otherwise) (“Payment In Full”)the Assignor does hereby pledge, each Pledgor assign and transfer unto the Collateral Agent, and does hereby grants grant to the Collateral Agent a continuing first priority (subject to Permitted Liens) security interest under the Code in and hereby pledges to the Collateral Agent, in each case for the ratable benefit of each of the Secured Parties to the extent provided in the Intercreditor Agreementa continuing security interest in, all of such Pledgor’s now existing and hereafter acquired or arising the right, title and interest of the Assignor in, to, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Pledged Municipal Recovery, (ii) each and every Pledged Municipal Premium, (iii) any and all Pledged Municipal Reserves Account Funds, (iv) each and every Municipal Receivable; (v) all Municipal Contracts, together with all Municipal Contract Rights arising thereunder; (vi) the Municipal Collateral Account and the Pledged Collateral whether now Municipal Reserves Account and all monies, securities and instruments deposited or hereafter existing required to be deposited in such accounts and wherever located. Notwithstanding anything all investments from time to time therein; (vii) all other Municipal General Intangibles, Municipal Chattel Paper, Municipal Documents and Municipal Instruments; and (viii) all proceeds and all additions, replacements and substitutions relating to or of any and all of the contrary contained in any Financing Documentforegoing (all of the above, collectively, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement"Municipal Collateral").
(b) Upon As security for the execution prompt and delivery complete payment and performance when due of this Agreementall of its Structured Obligations, each Pledgor shall deliver the Assignor does hereby pledge, assign and transfer unto the Collateral Agent, and does hereby grant to and deposit with the Collateral Agent (or with a Person designated by for the Collateral Agent to hold the Pledged Collateral on behalf ratable benefit of the Collateral Agent) in pledgeSecured Parties a continuing security interest in, all of such Pledgor’s certificatesthe right, instruments title and interest of the Assignor in, to and under all of the following, whether now existing or other documents comprising or evidencing the hereafter from time to time acquired: (i) each and every Pledged CollateralStructured Recovery, (ii) each and every Pledged Structured Premium, (iii) any and all Pledged Structured Reserves Account Funds, (iv) each and every Structured Receivable; (v) all Structured Contracts, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In all Structured Contract Rights arising thereunder; (vi) the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing Structured Collateral Account and the Pledged Structured Reserves Account and all monies, securities and instruments deposited or required to be deposited in such accounts and all investments from time to time therein; (vii) all other Structured General Intangibles, Structured Chattel Paper, Structured Documents and Structured Instruments; and (viii) all proceeds and all additions, replacements and substitutions relating to or of any and all of the foregoing (all of the above, collectively, the "Structured Collateral" and, together with the Municipal Collateral, such Pledgor shall promptly deliver to and deposit with the Collateral Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged "Collateral").
(c) Notwithstanding anything to the contrary contained in this Agreement (i) the Pledged Collateral issued by any one Foreign Company shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote issued by such Foreign Company, and (ii) this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Collateral Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle to vote issued by any Foreign Company, the Collateral Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.
Appears in 1 contract
Grant of Security Interests. (a) To In order to secure on a first priority (subject to Permitted Liens) perfected basis the indefeasible prompt payment and performance in full of all Senior Secured Obligations when due (whether at stated maturity, by acceleration or otherwise) (“Payment In Full”)in accordance with the Note Agreement and the other Financing Documents, each Pledgor hereby sells, assigns, conveys, mortgages, pledges, hypothecates, transfers, confirms and grants to unto the Collateral Agent Secured Party, for the equal and ratable benefit and security of the Noteholders, a continuing lien on and a first priority (subject to Permitted Liens) security interest under the Code in and hereby pledges to the Collateral Agent, in each case for the ratable benefit of each of the Secured Parties to the extent provided in the Intercreditor Agreement, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, to and under the Pledged Collateral Collateral, whether now existing or hereafter existing coming into existence, whether now held or owned or hereafter acquired, as now in existence or in effect or as hereafter modified, amended or supplemented, and wherever the same may be located. Notwithstanding anything to the contrary contained in any Financing Document, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement).
(b) Upon the its execution and delivery of this Agreement, and from time to time thereafter as required by Section 6(g), each Pledgor shall deliver to and deposit with the Collateral Agent (or with a Person designated by the Collateral Agent to hold the Pledged Collateral on behalf of the Collateral Agent) Secured Party in pledge, all of such Pledgor’s stock certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged CollateralCollateral owned by such Pledgor, such Pledgor shall promptly deliver to and deposit together with the Collateral Agent in pledge, all such certificates, securities, instruments undated stock powers or other documents which evidence the Pledged Collateralappropriate instruments and documents, signed in blank by such Pledgor.
(c) Notwithstanding anything Any right, title and interest hereby assigned to the contrary contained in Secured Party hereunder includes, without limitation, the right to further assign such right, title and interest.
(d) Notwithstanding any provision of this Agreement (i) to the contrary, each Pledgor, shall remain liable under the Organizational Documents relating to the Equity Interests pledged by such Pledgor hereunder to observe and perform all the respective conditions and obligations to be observed and performed thereunder by the owner and holder of such Equity Interests, all in accordance with and pursuant to the terms and provisions of such Organizational Documents. The granting of any of the rights inuring to the Secured Party hereunder shall not release such Pledgor from any of its duties or obligations under the applicable Organizational Documents or constitute an assumption by the Secured Party or the Noteholders of such duties and obligations. Neither the Secured Party nor any Noteholder shall have any obligation or liability under any such Organizational Documents by reason of or arising out of this Agreement or the pledge and assignment of rights hereunder to the Secured Party or the receipt by the Secured Party of any payment under or in respect of or relating to any Pledged Collateral issued by or Organizational Documents pursuant hereto, nor shall the Secured Party or any one Foreign Company shall not exceed sixty-five percent (65%) Noteholder be required or obligated in any manner to perform or fulfill any of the total combined voting power obligations of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote issued by such Foreign Company, and (ii) this Agreement shall not apply Pledgor under or pursuant to any such stockOrganizational Documents, sharesor to make any payment thereunder, securities, member interests, partnership interests or ownership interests which are in excess to make any inquiry as to the nature or the sufficiency of such sixty-five percent (65%) limitation. To any payment received by the extent Secured Party or the Collateral Agent receives more than sixty-five percent (65%) sufficiency of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle to vote issued any performance by any Foreign Companyparty under any such Organizational Documents, or to present or file any claim, or to take any action to collect or enforce any performance or the Collateral Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon payment of any amounts which may have been assigned to the request of a PledgorSecured Party or to which it may be entitled at any time or times pursuant hereto.
Appears in 1 contract
Grant of Security Interests. (a) To secure on a first priority (subject to Permitted Liens) perfected basis As security for the indefeasible prompt and complete payment and performance in full when due of all of the Obligations (excluding the 2003 Senior Secured Notes Obligations when due (whether at stated maturityand the 2003 Senior Secured Note Refinancing Obligations in the case of an assignment, transfer, grant or pledge of Excluded 2003 Senior Secured Notes Collateral by acceleration or otherwise) (“Payment In Full”any Assignor), each Pledgor Assignor does hereby grants assign and transfer unto the Collateral Agent for the benefit of the Secured Creditors (excluding the 2003 Senior Secured Notes Creditor and the 2003 Senior Secured Note Refinancing Creditors (if any) in the case of any assignment, transfer, pledge or grant of Excluded 2003 Senior Secured Notes Collateral by any Assignor), and does hereby pledge and grant to the Collateral Agent a continuing first priority (subject to Permitted Liens) security interest under the Code in and hereby pledges to the Collateral Agent, in each case for the ratable benefit of each of the Secured Parties to Creditors (excluding the extent provided 2003 Senior Secured Notes Creditor and the 2003 Senior Secured Note Refinancing Creditors (if any) in the Intercreditor Agreementcase of any assignment, transfer, pledge or grant of Excluded 2003 Senior Secured Notes Collateral by any Assignor), a continuing security interest in, all of such Pledgor’s now existing and hereafter acquired or arising the right, title and interest of such Assignor in, to and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case, whether now existing or hereafter from time to time acquired:
(i) each and every Receivable;
(ii) all Contracts, together with all Contract Rights arising thereunder;
(iii) all Inventory;
(iv) the Cash Collateral Account and any other cash collateral account established for such Assignor for the benefit of the Secured Creditors and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account;
(v) all Equipment;
(vi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks;
(vii) all Patents and Copyrights and all reissues, renewals and extensions thereof;
(viii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets and under Trade Secret Rights;
(ix) all insurance policies;
(x) all other Goods, General Intangibles, Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper), Documents and Instruments of such Assignor (except Documents and Instruments otherwise covered by the Pledged U.S. Pledge Agreement);
(xi) all Permits;
(xii) all cash;
(xiii) all Commercial Tort Claims;
(xiv) all Perfected Deposit Accounts and all other Deposit Accounts maintained by such Assignor with any Person who shall have entered into a “control agreement” or other arrangement with such Assignor and the Collateral Agent in respect of such other Deposit Account, together with all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(xv) all Investment Property (except to the extent otherwise covered by the U.S. Pledge Agreement);
(xvi) all Letter-of-Credit Rights (whether now or hereafter existing not the respective letter of credit is evidenced by a writing);
(xvii) all Software and wherever located. all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording;
(xviii) all Supporting Obligations;
(xix) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xix), collectively, the “Collateral”).
(b) Notwithstanding anything to the contrary contained above in any Financing Documentthis Section 1 or elsewhere in this Agreement, the no Excluded 2003 Senior Secured Notes Collateral hereunder shall secure any of the 2003 Senior Secured Notes Obligations shall not include any Excluded Hedge Liabilities (as defined in or the Domestic Credit Agreement) or Excluded Swap 2003 Senior Secured Note Refinancing Obligations (as defined in although the Mexican Credit AgreementExcluded 2003 Senior Secured Notes Collateral shall secure all other Obligations hereunder).
(bc) Upon As security for the execution prompt and delivery complete payment and performance when due of all of the 2003 Senior Secured Notes Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent and does hereby pledge and grant to the Collateral Agent for the benefit of the 2003 Senior Secured Notes Creditor, a continuing security interest in, all of the right, title and interest of such Assignor in, to and under all of the Collateral (other than the Excluded 2003 Senior Secured Notes Collateral), whether now existing or hereafter from time to time acquired, subject to the Liens on such Collateral in favor of the Collateral Agent for the benefit of the Lender Creditors and the Other Creditors. It is understood and agreed that the assignment, transfer, pledge and grant described in the preceding sentence has been incorporated herein (out of an abundance of caution) to ensure that this Agreement, each Pledgor shall deliver which first provides for the 2003 Senior Secured Notes Obligations to and deposit with be secured as provided herein on the Collateral Agent (or with Restatement Effective Date, validly gives rise to the grant of a Person designated by security interest securing the Collateral Agent to hold the Pledged Collateral on behalf of the Collateral Agent) in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver to and deposit with the Collateral Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral2003 Senior Secured Notes Obligations.
(cd) Notwithstanding anything to the contrary contained in this Section 1.1 or elsewhere in this Agreement, each of the parties hereto acknowledges and agrees that (x) the security interest granted pursuant to this Agreement (including pursuant to this Section 1.1) to the Collateral Agent (i) for the Pledged benefit of Lender Creditors and Other Creditors, shall be a “first” priority senior security interest in the Collateral issued by any one Foreign Company shall not exceed sixty-five percent (65%) of and the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote issued by such Foreign CompanyExcluded 2003 Senior Secured Notes Collateral, and (ii) for the benefit of the 2003 Senior Secured Notes Creditor and the 2003 Senior Secured Note Refinancing Creditors (if any), shall be a “second” priority security interest in the Collateral (other than the Excluded 2003 Senior Secured Notes Collateral) fully junior, subordinated and subject to the security interest granted for the benefit of the Lender Creditors and the Other Creditors on the terms and conditions set forth in this Agreement, in the other Security Documents, in the 2003 Senior Secured Note Documents and in the 2003 Senior Secured Note Refinancing Documents and all other rights and benefits afforded hereunder to the 2003 Senior Secured Notes Creditor and the 2003 Senior Secured Note Refinancing Creditors (if any) are expressly subject to the terms and conditions of this Agreement, the other Security Documents, the 2003 Senior Secured Note Documents and the 2003 Senior Secured Note Refinancing Documents, and (y) in the event of any conflict between the provisions of this Agreement or any other Security Document and the provisions of (A) the 2003 Senior Secured Note Documents or (B) 2003 Senior Secured Note Refinancing Documents, the terms of this Agreement and the other Security Documents shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess prevail.
(e) The security interest of such sixty-five percent (65%) limitation. To the extent the Collateral Agent receives more than sixty-five percent (65%) under this Agreement extends to all Collateral of the total combined voting power kind which is the subject of all classes this Agreement which any Assignor may acquire at any time during the continuation of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle to vote issued by any Foreign Company, the Collateral Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgorthis Agreement.
Appears in 1 contract
Samples: Security Agreement (Vertis Inc)
Grant of Security Interests. (a) To secure on a first priority Each Assignor does hereby (subject to Permitted LiensA) perfected basis assign and transfer unto the indefeasible payment Collateral Agent in its capacity solely as collateral agent for the equal and performance in full ratable benefit of all Senior Secured Obligations when due (whether at stated maturitythe Lender Creditors, by acceleration or otherwise) (“Payment In Full”), each Pledgor and does hereby grants pledge and grant to the Collateral Agent a continuing first priority (subject to Permitted Liens) security interest under in its capacity solely as collateral agent for the Code in equal and hereby pledges to ratable benefit of the Collateral AgentLender Creditors, in each case as security for the ratable benefit prompt payment and performance when due of each all Priority Credit Document Obligations, a continuing security interest in all of the Secured Parties to the extent provided in the Intercreditor Agreement, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest of such Assignor in, toto and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired, and (B) separately assign and transfer unto the Collateral Agent in its capacity solely as collateral agent for the equal and ratable benefit of all of the Secured Creditors, and does hereby separately pledge and grant to the Collateral Agent in its capacity solely as collateral agent for the equal and ratable benefit of all of the Secured Creditors, in each case as security for the prompt payment and performance when due of all Obligations not constituting Priority Credit Document Obligations, a separate continuing security interest in all of the right, title and interest of such Assignor in, to and under all of the Pledged Collateral following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter existing from time to time acquired (it being understood and wherever located. Notwithstanding anything agreed by the parties hereto that (x) the security interest granted herein (i) to the contrary contained Collateral Agent in its capacity solely as collateral agent for the equal and ratable benefit of the Lender Creditors to secure the Priority Credit Document Obligations shall have a first priority distribution right as provided in Section 7.4 hereof and (ii) to the Collateral Agent in its capacity solely as collateral agent for the equal and ratable benefit of all of the Secured Creditors to secure Obligations not constituting Priority Credit Document Obligations shall be subject to the security interest granted herein for the benefit of the Lender Creditors to secure Priority Credit Document Obligations and shall only be entitled to a distribution as provided in Section 7.4 hereof after all Priority Credit Document Obligations have been paid in full as provided in such Section 7.4, and (y) the grants of security interest hereunder constitute two separate and distinct grants of security and Liens, one in favor of the Collateral Agent in its capacity as collateral agent for the equal and ratable benefit of the Lender Creditors to secure Priority Credit Document Obligations and the second in favor of the Collateral Agent in its capacity as collateral agent for the equal and ratable benefit of all of the Secured Creditors to secure Obligations not constituting Priority Credit Document Obligations):
(i) each and every Account;
(ii) all cash;
(iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited in (or credited to) the Cash Collateral Account;
(iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Commercial Tort Claims;
(vi) all computer programs and Domain Names and all intellectual property rights therein, and all other proprietary information, including but not limited to Trade Secret Rights;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Equipment;
(x) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Financing DocumentPerson (including any Secured Creditor) and all monies, securities, Instruments and other investments deposited in (or credited to) any of the foregoing;
(xi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(xvi) all Investment Property;
(xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Marks, the Senior Secured Obligations shall not include goodwill of the business of such Assignor symbolized by the Marks, and all causes of action arising prior to or after the date hereof for infringement of any Excluded Hedge Liabilities of the Marks or unfair competition regarding the same;
(as defined in xix) all Patents and all causes of action arising prior to or after the Domestic Credit Agreementdate hereof for infringement of any of the Patents;
(xx) all Permits;
(xxi) all Software and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or Excluded Swap Obligations nature, regardless of the medium of recording;
(as defined in xxii) all Supporting Obligations; and
(xxiii) all Proceeds and products of any and all of the Mexican Credit Agreementforegoing (all of the above, including this clause (xxiii), the "Collateral").
(b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Collateral Agent (or with a Person designated by the Collateral Agent to hold the Pledged Collateral on behalf of the Collateral Agent) in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver to and deposit with the Collateral Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything to the contrary contained in herein, the term "Collateral" shall not include, and the security interest granted under this Agreement shall not attach to: (a) any lease, license, contract or agreement to which any Assignor is a party to the extent (but only to the extent) that the grant of such security interest shall constitute or result in (i) the Pledged Collateral issued by abandonment, invalidation or unenforceability of any one Foreign Company shall not exceed sixtyright, title or interest of any Assignor therein or (ii) a breach or termination pursuant to the terms of, or a default under, any such lease, license or agreement (other than, in either case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-five percent 406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity), (b) except as otherwise provided in the Pledge Agreement, more than 65%) % of the total combined voting power of all classes of capital stockVoting Equity Interests (as defined in the Pledge Agreement) of any Exempted Foreign Entity (as defined in the Pledge Agreement), shares(c) any Equipment owned by any Assignor that is subject to a purchase money security interest (as defined in Section 9-103 of the UCC) or a Capitalized Lease Obligation permitted pursuant to the Credit Agreement if the contract or other agreement in which such Lien is granted (or in the documentation providing for such Capitalized Lease Obligation) prohibits or requires the consent of any Person other than any Assignor as a condition to the creation of any other Lien on such Equipment, securitiesbut only, member interestsin each case, partnership interests to the extent, and other ownership interests entitled to vote issued for so long as, the Indebtedness secured by such Foreign Companythe applicable purchase money security interest or the applicable Capitalized Lease Obligation has not been repaid in full or the applicable prohibition (or consent requirement) has not otherwise been removed or terminated (or obtained as applicable), and (iid) this Agreement shall not apply the Domestic Receivables Facility Property and the Proceeds thereof (other than the cash Proceeds received by the respective Assignor from the sale of the respective Accounts to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess the buyer of such sixty-five percent (65%) limitation. To Accounts pursuant to the extent the Collateral Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle to vote issued by any Foreign Company, the Collateral Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a PledgorNew Domestic Receivables Facility).
Appears in 1 contract
Grant of Security Interests. (a) To secure on a first priority (subject to Permitted Liens) perfected basis the indefeasible payment and performance in full of all Senior Secured Obligations when due (whether at stated maturityObligations, by acceleration or otherwise) (“Payment In Full”)in full, each Pledgor hereby grants to the Collateral Agent Secured Party a continuing first priority (subject to Permitted Liens) security interest under the Code UCC in and hereby pledges to the Collateral AgentSecured Party, in each case for the ratable benefit of each of the Secured Parties to the extent provided in the Intercreditor AgreementParty, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral Collateral, whether now or hereafter existing and wherever located. Notwithstanding anything to the contrary contained in any Financing Document, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement).
(b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Collateral Agent (or with a Person designated by the Collateral Agent to hold the Pledged Collateral on behalf of the Collateral Agent) Secured Party in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver to and deposit with the Collateral Agent Secured Party in pledge, pledge all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything If any Pledgor shall acquire (by purchase, stock dividend or otherwise) any additional Pledged Collateral at any time or from time to time after the date hereof, such Pledged Collateral shall automatically (and without any further action being required to be taken) be subject to the contrary contained in this Agreement pledge and security interests created pursuant to Section 2(a) hereof and, furthermore, the Pledgor will promptly thereafter take (ior cause to be taken) the all action with respect to such Pledged Collateral issued by any one Foreign Company shall not exceed sixty-five percent in accordance with the procedures set forth in Section 2(b) hereof, and will promptly thereafter deliver to the Secured Party a supplement to this Pledge Agreement substantially in the form of Exhibit B hereto (65%each such supplement, a “Pledge Supplement”) describing such Pledged Collateral and certifying that the same has been duly pledged in favor of the total combined voting power Secured Party hereunder. Notwithstanding the forgoing, solely with respect to any Marketable Securities that are from time to time acquired by a Pledgor in the ordinary course (other than Marketable Securities held by a securities intermediary and subject of a control agreement as provided in Section 3(b) below), so long as no Default or Event of Default is in existence, such Pledgor shall be permitted to deliver any such Marketable Securities, together with all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled related deliveries pursuant to vote issued by such Foreign Company, this Section 2(b) and (ii) this Agreement shall not apply c), on or prior to the last day of the calendar quarter immediately following the date of such Pledgor’s acquisition of any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Collateral Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle to vote issued by any Foreign Company, the Collateral Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a PledgorMarketable Securities.
Appears in 1 contract
Samples: Pledge Agreement (Gas Natural Inc.)
Grant of Security Interests. (a) To secure on a first priority (subject to Permitted Liens) perfected basis As security for the indefeasible prompt and complete payment and performance in full when due of all of the Obligations (excluding the Existing Senior Subordinated Secured Notes Obligations when due (whether at stated maturityin the case of an assignment, transfer, grant or pledge of Excluded Existing Senior Subordinated Secured Notes Collateral by acceleration or otherwise) (“Payment In Full”any Assignor), each Pledgor Assignor does hereby grants assign and transfer unto the Collateral Agent for the benefit of the Secured Creditors (excluding the Existing Senior Subordinated Secured Notes Creditor in the case of any assignment, transfer, pledge or grant of Excluded Existing Senior Subordinated Secured Notes Collateral by any Assignor), and does hereby pledge and grant to the Collateral Agent a continuing first priority (subject to Permitted Liens) security interest under the Code in and hereby pledges to the Collateral Agent, in each case for the ratable benefit of each of the Secured Parties to Creditors (excluding the extent provided Existing Senior Subordinated Secured Notes Creditor in the Intercreditor Agreementcase of any assignment, transfer, pledge or grant of Excluded Existing Senior Subordinated Secured Notes Collateral by any Assignor), a continuing security interest in, all of such Pledgor’s now existing and hereafter acquired or arising the right, title and interest of such Assignor in, toto and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case, whether now existing or hereafter from time to time acquired:
(i) each and every Account;
(ii) all cash;
(iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Commercial Tort Claims, including, without limitation, those set forth on Annex F hereto;
(vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to Domain Names and Trade Secret Rights;
(vii) Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Equipment;
(x) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(xi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(xvi) all Investment Property;
(xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Marks, together with the registrations and right to all renewals thereof, and under the Pledged Collateral whether now goodwill of the business of such Assignor symbolized by the Marks;
(xix) all Patents;
(xx) all Permits;
(xxi) all Software and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or hereafter existing nature, regardless of the medium of recording;
(xxii) all Supporting Obligations;
(xxiii) all Tractor Trailers; and
(xxiv) all Proceeds and wherever located. products of any and all of the foregoing (all of the above, the "Collateral").
(b) Notwithstanding anything to the contrary contained above in this Section 1 or elsewhere in this Agreement, no Excluded Existing Senior Subordinated Secured Notes Collateral hereunder shall secure any Financing Document, of the Existing Senior Subordinated Secured Obligations shall not include any Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Notes Obligations (as defined in although the Mexican Credit AgreementExcluded Existing Senior Subordinated Secured Notes Collateral shall secure all other Obligations hereunder).
(bc) Upon As security for the execution prompt and delivery complete payment and performance when due of all of the Existing Senior Subordinated Secured Notes Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent and does hereby pledge and grant to the Collateral Agent for the benefit of the Existing Senior Subordinated Secured Notes Creditor, a continuing security interest in, all of the right, title and interest of such Assignor in, to and under all of the Collateral (other than the Excluded Existing Senior Subordinated Secured Notes Collateral), whether now existing or hereafter from time to time acquired, subject to the Liens on such Collateral in favor of the Collateral Agent for the benefit of the Lender Creditors and the Other Creditors. It is understood and agreed that the assignment, transfer, pledge and grant described in the preceding sentence has been incorporated herein (out of an abundance of caution) to ensure that this Agreement, which first provides for the Existing Senior Subordinated Secured Notes Obligations to be secured as provided herein on the date hereof, validly gives rise to the grant of a security interest securing the Existing Senior Subordinated Secured Notes Obligations.
(d) The security interest of the Collateral Agent under this Agreement extends to all Collateral which any Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement, each Pledgor shall deliver to and deposit with the Collateral Agent (or with a Person designated by the Collateral Agent to hold the Pledged Collateral on behalf of the Collateral Agent) in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver to and deposit with the Collateral Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(ce) Notwithstanding anything to the contrary contained in this Agreement (iSection 1.1(a) above, in no event shall the Pledged Collateral issued by include, and no Assignor shall be deemed to have granted a security interest in any one Foreign Company shall not exceed sixty-five percent (65%) of such Assignor's rights or interests in any license, contract or agreement to which such Assignor is a party or any of its rights or interests thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement or otherwise, result in a breach of the total combined voting power of all classes of capital stockterms of, sharesor constitute a default under any license, securities, member interests, partnership interests and contract or agreement to which such Assignor is a party (other ownership interests entitled than to vote issued by such Foreign Company, and (ii) this Agreement shall not apply to the extent that any such stockterm would be rendered ineffective pursuant to the UCC or any other applicable law (including the Bankruptcy Code) or principles of equity); provided however, sharesthat (x) immediately upon the ineffectiveness, securitieslapse or termination of any such provision (as a result of a change in law, member interests, partnership interests receipt of an appropriate consent or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Collateral Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle to vote issued by any Foreign Companyotherwise), the Collateral Agent shall return include, and such excess stockAssignor shall be deemed to have granted a security interest in, sharesall such rights and interests without any further action on the part of such Assignor or any Secured Creditor as if such provision had never been in effect and (y) the right to receive payments of money or other consideration in respect of such license, securitiescontract or agreement shall not be excluded from the security interest created hereunder. In the event that any asset of the Assignor is excluded from the Collateral by virtue of this paragraph, member interestssuch Assignor, partnership interests and other ownership interests upon the request of the Collateral Agent, shall use all reasonable efforts to enable such Assignor to provide a Pledgorsecurity interest in such asset pursuant hereto as promptly as practicable.
Appears in 1 contract
Grant of Security Interests. On the Issue Date, the Company and the Guarantors shall cause the Notes Collateral Agent (afor the benefit of the Notes Collateral Agent, the Trustee and the Holders) To secure to have valid and perfected Liens on a first the Collateral that are second in priority (only to First Lien Obligations on the Collateral, subject to Permitted Liens. In addition, the Company and the Guarantors shall:
(a) enter into each of the Notes Collateral Documents and any amendments or supplements to such Notes Collateral Documents necessary in order to cause the Notes Collateral Agent (for the benefit of the Notes Collateral Agent, the Trustee and the Holders) to have valid and perfected basis the indefeasible payment and performance in full of all Senior Secured Obligations when due (whether at stated maturity, by acceleration or otherwise) (“Payment In Full”), each Pledgor hereby grants to Liens on the Collateral Agent a continuing first that are second in priority (only to First Lien Obligations, subject to Permitted Liens) security interest under the Code in and hereby pledges to the Collateral Agent, in each case for the ratable benefit of each of the Secured Parties to the extent provided in the Intercreditor Agreement, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located. Notwithstanding anything to the contrary contained in any Financing Document, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement).;
(b) Upon do, execute, acknowledge, deliver, record, file and register, as applicable, any and all acts, deeds, conveyances, security agreements, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as may be required so that, on the execution and delivery of this AgreementIssue Date, each Pledgor shall deliver to and deposit with the Notes Collateral Agent (or with a Person designated by for the benefit of the Notes Collateral Agent, the Trustee and the Holders) shall have valid and perfected Liens on the Collateral Agent that are second in priority only to hold the Pledged Collateral on behalf of the Collateral Agent) in pledgeFirst Lien Obligations, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver subject to and deposit with the Collateral Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.Permitted Liens;
(c) Notwithstanding anything take such further action and execute and deliver such other documents specified in the Indenture Documents or as otherwise may be reasonably requested by the Trustee or Notes Collateral Agent to give effect to the contrary contained in this Agreement foregoing; and
(d) deliver to the Trustee and the Notes Collateral Agent an Opinion of Counsel that (i) such Notes Collateral Documents and any other documents required to be delivered have been duly authorized, executed and delivered by the Pledged Collateral issued by any one Foreign Company shall not exceed sixty-five percent (65%) and the Guarantors and constitute legal, valid, binding and enforceable obligations of the total combined voting power of all classes of capital stockCompany and the Guarantors, shares, securities, member interests, partnership interests subject to customary qualifications and other ownership interests entitled to vote issued by such Foreign Companylimitations, and (ii) the Notes Collateral Documents and the other documents entered into pursuant to this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent Section 10.20 create valid and perfected Liens on the Collateral Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stockcovered thereby, shares, securities, member interests, partnership interests subject to Permitted Liens and other ownership interests entitle to vote issued by any Foreign Company, the Collateral Agent shall return such excess stock, shares, securities, member interests, partnership interests customary qualifications and other ownership interests upon the request of a Pledgorlimitations.
Appears in 1 contract
Grant of Security Interests. (a) To Section 8.01. Seller's Grant of Security Interest. The parties hereto intend that each Purchase of Purchaser Interests to be made hereunder shall constitute a purchase and sale of undivided percentage ownership interests in the Transferred Receivables and not a loan. Notwithstanding the foregoing, in addition to and not in derogation of any rights now or hereafter acquired by the Purchasers or the Agent hereunder, the parties hereto intend that this Agreement shall constitute a security agreement under applicable law. In such regard and, in any event, to secure on a first priority (subject to Permitted Liens) perfected basis the indefeasible payment prompt and complete payment, performance in full and observance of all Senior Seller Secured Obligations when due (whether at stated maturityObligations, and to induce the Purchasers to enter into this Agreement and perform the obligations required to be performed by acceleration or otherwise) (“Payment In Full”)it hereunder in accordance with the terms and conditions thereof, each Pledgor the Seller hereby grants grants, assigns, conveys, pledges, hypothecates and transfers to the Collateral Agent Agent, for the benefit of itself and the Purchasers, a continuing first priority (subject to Permitted Liens) Lien upon and security interest under the Code in and hereby pledges to the Collateral Agent, in each case for the ratable benefit of each of the Secured Parties to the extent provided in the Intercreditor Agreement, all of such Pledgor’s now existing and hereafter acquired or arising its right, title and interest in, to and under, but none of its obligations arising from, the following property, whether now owned by or owing to, and under the Pledged Collateral whether now or hereafter existing and wherever located. Notwithstanding anything to the contrary contained acquired by or arising in any Financing Documentfavor of, the Senior Secured Obligations shall not include Seller (including under any Excluded Hedge Liabilities trade names, styles or derivations of the Seller), and regardless of where located (all of which being hereinafter collectively referred to as defined in the Domestic Credit "Seller Collateral"): WNC Receivables, LLC Receivables Purchase and Servicing Agreement
(a) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement).all Receivables, Contracts therefor and Collections thereon;
(b) Upon the execution and delivery of this Sale Agreement, each Pledgor shall deliver all Lockbox Agreements and all other Related Documents now or hereafter in effect relating to the purchase, servicing or processing of Receivables (collectively, the "Seller Assigned Agreements"), including (i) all rights of the Seller to receive moneys due and to become due thereunder or pursuant thereto, (ii) all rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect thereto, (iii) all claims of the Seller for damages or breach with respect thereto or for default thereunder, and (iv) the right of the Seller to amend, waive or terminate the same and to perform and to compel performance and otherwise exercise all remedies thereunder;
(c) all of the following (collectively, the "Seller Account Collateral"):
(i) all deposit with accounts, including the Collateral Agent Lockbox Accounts, the Lockboxes, and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing any deposit account, the Lockbox Accounts, the Lockboxes or such funds,
(ii) the Collection Account and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or with a Person designated evidencing the Collection Account or such funds,
(iii) all certificates, instruments and investment property, if any, from time to time representing or evidencing such Investments,
(iv) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent to hold the Pledged Collateral Agent, any Purchaser or any assignee or agent on behalf of the Collateral AgentAgent or any Purchaser in substitution for or in addition to any of the then existing Seller Account Collateral, and
(v) all interest, dividends, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed with respect to or in pledgeexchange for any and all of the then existing Seller Account Collateral;
(d) all software and hardware;
(e) all other property that may from time to time hereafter be granted and pledged by the Seller or by any Person on its behalf under this Agreement, including any deposit with a Purchaser or the Agent of additional funds by the Seller; and
(f) to the extent not otherwise included, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver to proceeds and deposit with the Collateral Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything to the contrary contained in this Agreement (i) the Pledged Collateral issued by any one Foreign Company shall not exceed sixty-five percent (65%) products of the total combined voting power of foregoing and all classes of capital stockaccessions to, shares, securities, member interests, partnership interests substitutions and other ownership interests entitled to vote issued by such Foreign Companyreplacements for, and (ii) this Agreement shall not apply to any such stockprofits of, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Collateral Agent receives more than sixty-five percent (65%) each of the total combined voting power foregoing Seller Collateral (including proceeds that constitute property of all classes of capital stockthe types described in Sections 8.01(a) through (e). WNC Receivables, shares, securities, member interests, partnership interests LLC Receivables Purchase and other ownership interests entitle to vote issued by any Foreign Company, the Collateral Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.Servicing Agreement
Appears in 1 contract
Samples: Receivables Purchase and Servicing Agreement (Wabash National Corp /De)
Grant of Security Interests. (a) To secure on a first priority (Each Credit Party, subject to Permitted Liensthe terms and limits contained herein and in the Collateral Documents has (i) perfected basis guarantied the indefeasible Obligations and (ii) created Liens in favor of Collateral Agent on certain Collateral to secure its obligations hereunder, under Section 7 hereof and each Collateral Document, respectively (and as applicable). Each Credit Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment and restatement of the Existing First Lien Credit Agreement effected pursuant to this Agreement. Each Credit Party hereby (i) confirms that each Credit Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Documents, the payment and performance in full of the Obligations, as the case may be, including without limitation the payment and performance of all Senior Secured such applicable Obligations when due that are joint and several obligations of each Grantor now or hereafter existing, and (whether at stated maturity, by acceleration or otherwiseii) (“Payment In Full”), each Pledgor hereby grants to the Collateral Administrative Agent a continuing first priority (subject to Permitted Liens) security interest under the Code in and hereby pledges to the Collateral Agent, in each case for the ratable benefit of each of the Secured Parties to the extent provided a security interest in the Intercreditor Agreement, and continuing lien on all of such PledgorCredit Party’s now existing and hereafter acquired or arising right, title and interest in, to, to and under the Pledged Collateral whether now or hereafter existing and wherever located. Notwithstanding anything to the contrary contained in any Financing Document, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities (all “Collateral” as defined in the Domestic Credit Pledge and Security Agreement) , in each case whether now owned or Excluded Swap existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (as defined subject to the terms and limits contained herein and in the Mexican Credit Agreement)Collateral Documents.
(b) Upon Each Credit Party acknowledges and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Collateral Agent (or with a Person designated by the Collateral Agent to hold the Pledged Collateral on behalf effectiveness of the Collateral Agent) amendment and restatement of the Existing First Lien Credit Agreement. Each Credit Party represents and warrants that all representations and warranties contained in pledgethe Credit Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver to and deposit with the Collateral Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateralearlier date.
(c) Notwithstanding anything to the contrary contained in this Agreement (i) the Pledged Collateral issued by any one Foreign Company shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote issued by such Foreign Company, and (ii) this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Collateral Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle to vote issued by any Foreign Company, the Collateral Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.
Appears in 1 contract
Samples: First Lien Credit and Guaranty Agreement (Solera Holdings LLC)
Grant of Security Interests. (a) To secure on a first priority (subject to Permitted Liens) perfected basis the indefeasible payment and performance in full of all Senior Secured Obligations when due (whether at stated maturity, by acceleration or otherwise) (“Payment In Full”)in full, each Term Party Pledgor hereby grants to the Collateral Administrative Agent a continuing first priority (subject to Permitted Liens) security interest under the Code in and hereby pledges to the Collateral Administrative Agent, in each case for the ratable benefit of each of the Secured Parties to the extent provided in the Intercreditor AgreementTerm Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Services Product, all of such Term Party Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral (Term) whether now or hereafter existing and wherever located. Notwithstanding anything to the contrary contained in any Financing Document, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement).
(b) To secure on a second priority perfected basis (subject only to the Revolver Lenders’ first priority security interest created pursuant to the Pledge Agreement (Revolver)) the payment and performance of all Secured Obligations in full, each Revolver Party Pledgor hereby grants to the Administrative Agent a continuing second priority security interest (subject only to the Revolver Lenders’ first priority security interest created pursuant to the Pledge Agreement (Revolver)) under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each of the Term Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Services Product, all of such Revolver Party Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral (Revolver) whether now or hereafter existing and wherever located.
(c) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Collateral Administrative Agent (or with a Person designated by the Collateral Agent to hold the Pledged Collateral on behalf of the Collateral Agent) in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral and Pledged Joint Venture Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral and Pledged Joint Venture Collateral, such Pledgor shall promptly deliver to and deposit with the Collateral Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral and Pledged Joint Venture Collateral.
(cd) Notwithstanding anything to the contrary contained in this Agreement (i) Agreement, the Pledged Collateral issued by with respect to any one Foreign Company shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote issued by of such Foreign Company, Company and (ii) this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-sixty five percent (65%) limitation. To the extent the Collateral Administrative Agent receives more than sixty-sixty five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle to vote issued by of any Foreign Company, the Collateral Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.
Appears in 1 contract
Samples: Credit Agreement (Armstrong Resource Partners, L.P.)
Grant of Security Interests. (a) To secure on a first priority (subject to Permitted Liens) perfected basis As security for the indefeasible prompt and complete payment and performance in full when due of all Senior Secured Obligations when due (whether at stated maturity, by acceleration or otherwise) (“Payment In Full”)of the Obligations, each Pledgor Assignor does hereby grants assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent a continuing first priority (subject to Permitted Liens) security interest under the Code in and hereby pledges to the Collateral Agent, in each case for the ratable benefit of each of the Secured Parties to the extent provided in the Intercreditor AgreementCreditors, a continuing security interest of first priority in, all of such Pledgor’s now existing and hereafter acquired or arising the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired:
(i) each and every Receivable;
(ii) all Contracts, together with all Contract Rights arising thereunder;
(iii) all Inventory;
(iv) the Cash Collateral Account and any other cash collateral account established for any Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account;
(v) all Equipment;
(vi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks;
(vii) all Patents and Copyrights and all reissues, renewals and extensions thereof;
(viii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, trade secrets and under Trade Secret Rights;
(ix) all insurance policies;
(x) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments and other assets of such Assignor (other than the Pledged Collateral whether now or hereafter existing Securities); and
(xi) all Proceeds and wherever located. Notwithstanding anything to products of any and all of the contrary contained in any Financing Documentforegoing (all of the above, collectively, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement"Collateral").
(b) Upon Notwithstanding anything else in this Agreement to the execution and delivery of this Agreementcontrary, each Pledgor Secured Creditor (by its acceptance of the benefits provided hereunder) agrees with each Assignor that no Secured Creditor is purchasing or acquiring hereunder any Receivable but only taking a security interest therein, provided, however, this Agreement shall deliver to and deposit with the Collateral Agent (or with a Person designated by the Collateral Agent to hold the Pledged Collateral on behalf of not restrict the Collateral Agent's ability to exercise its rights hereunder to the extent permitted by law. Notwithstanding Section 1.1(a), to the extent that any Contract may be terminated or a default shall be caused thereunder (in accordance with the terms thereof after giving effect to any applicable laws) in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event of a granting of a security interest therein, or in the event the granting of a security interest in any Contract shall violate applicable law, then the security interest granted hereby shall be limited to the extent necessary so that any Pledgor should ever acquire such Contract may not be so terminated or receive certificatesno such violation shall exist, securitiesas the case may be, instruments and all rights for money due or to become due under each such Contract and other documents evidencing proceeds shall be subject to the Pledged Collateral, such Pledgor shall promptly deliver to and deposit with the Collateral Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateralsecurity interest.
(c) Notwithstanding anything to the contrary contained in this Agreement (i) the Pledged Collateral issued by any one Foreign Company shall not exceed sixty-five percent (65%) The security interest of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote issued by such Foreign Company, and (ii) this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Collateral Agent receives more than sixty-five percent (65%) under this Agreement extends to all Collateral of the total combined voting power kind which is the subject of all classes this Agreement which any Assignor may acquire at any time during the continuation of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle to vote issued by any Foreign Company, the Collateral Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgorthis Agreement.
Appears in 1 contract
Samples: Security Agreement (Transworld Home Healthcare Inc)
Grant of Security Interests. (a) To secure on a first priority (subject to Permitted Liens) perfected basis the indefeasible payment Borrower hereby pledges, assigns, conveys, transfers and performance in full of all Senior Secured Obligations when due (whether at stated maturity, by acceleration or otherwise) (“Payment In Full”), each Pledgor hereby grants to the Collateral Agent Credit Union a continuing first priority (subject to Permitted Liens) security interest under the Code in and hereby pledges to the Collateral Agentfollowing, in each case for the ratable benefit of each of the Secured Parties and to the extent provided the documents, instruments or other items evidencing and representing the following have not been delivered to Borrower, Borrower hereby covenants and agrees to deliver such documents, instruments or other items (the “Collateral”) to Credit Union:
(1) Maintain a minimum compensating cash deposit balance of 25% of the credit facility line limit additionally:
(2) The Collateral Note for or with respect to each eligible Commercial/Church Loan funded in whole or in part with an Advance under this Line of Credit or delivered as Collateral for the Intercreditor AgreementCredit Facility, and all of the indebtedness evidenced by such Pledgor’s now existing and hereafter acquired or arising Collateral Notes.
(3) All of its right, title and interest inin and to the other instruments securing the payment of the indebtedness evidenced by the Collateral Notes including, but not limited to, all escrows, prepaid special assessment payments included thereunder and
(4) all servicing rights and proceeds from the sale of servicing rights, (and Borrower hereby subrogates the Credit Union to its position as lien holder to ensure that Credit Union may, at its election, exercise, if necessary, in Borrower’s name, all of the rights of the beneficiary of said Collateral Note and other similar security instruments).
(5) All proceeds from the sale or transfer of each Eligible Note.
(6) All deposits, monies or consideration received by or on behalf of Borrower with respect to each Eligible Note funded, in whole or in part with an Advance under this Line of Credit or delivered as Collateral for the Credit Facility, including, but not limited to, escrows for insurance, taxes and interest and payments made under the Pledged Eligible Note by the mortgagor.
(7) All proceeds of any hazard insurance which may arise from damage to or destruction of any Collateral directly or indirectly securing Borrower’s Indebtedness which may arise under this Agreement.
(8) Borrower’s right, title and interest in and to any private commercial insurance policy in effect with respect to such Eligible Note and Commercial/Church Loans made available to a Collateral Obligor including proceeds received thereof.
(9) Borrower’s right, title and interest in and to any hazard insurance, liability insurance and title insurance pertaining to the real properties securing the Eligible Notes and proceeds thereof.
(10) All appraisals, surveys, insurance certificates, and other loan documents pertaining to the Eligible Notes and Commercial/Church Loans delivered to the Credit Union.
(11) All general intangibles pertaining to the Eligible Notes and Commercial/Church Loans delivered to the Credit Union.
(12) All of the Borrower’s ledger and account cards, computer tapes, disks and printouts, and books and records of Borrower; and any and all other properties and assets of Borrower of whatever nature, tangible or intangible, wherever located and whether now or hereafter existing and wherever located. Notwithstanding anything relating to the contrary contained in any Financing Document, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement).
(b) Upon the execution Eligible Notes and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Collateral Agent (or with a Person designated by the Collateral Agent to hold the Pledged Collateral on behalf of the Collateral Agent) in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver to and deposit with the Collateral Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything Commercial/Church Loans delivered to the contrary contained in this Agreement (i) the Pledged Collateral issued by any one Foreign Company shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote issued by such Foreign Company, and (ii) this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitationCredit Union as Collateral. To the extent the Collateral Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle to vote issued by any Foreign Company, the Collateral Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.
Appears in 1 contract
Samples: Loan Agreement (Ministry Partners Investment Company, LLC)
Grant of Security Interests. (a) To secure on As security for the prompt payment in full and performance of all of Obligations, whether presently existing or hereafter arising, Guarantor hereby authorizes the Lender to file financing statements against and pledges and grants to Lender a first priority (subject to Permitted Liens) perfected basis the indefeasible payment lien upon and performance in full of all Senior Secured Obligations when due (whether at stated maturity, by acceleration or otherwise) (“Payment In Full”), each Pledgor hereby grants to the Collateral Agent a continuing first priority (subject to Permitted Liens) security interest under in the Code in and hereby pledges to following assets of Guarantor (collectively, the Collateral Agent, in each case for the ratable benefit "Collateral"):
a. Accounts; and
b. all Proceeds of each any of the Secured Parties to the extent provided in the Intercreditor Agreementforegoing, all of such Pledgor’s now existing including cash and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located. Notwithstanding anything to the contrary contained in any Financing Document, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities (non-cash proceeds as defined in the Domestic Credit AgreementCode, and including (i) proceeds of any insurance, indemnity, warranty or Excluded Swap Obligations guaranty payable to Lender or Guarantor from time to time with respect to the Accounts, (as defined 2) payments in any form made or due an payable to Lender or Guarantor in connection with any requisition, confiscation, condemnation, seizure of forfeiture of any Account or any proceeds thereof, and (3) all other amounts paid or payable under or in connection with any Account . The security interest granted hereunder shall extend and attach to all Accounts and the Mexican Credit Agreement).
(b) Upon the execution and delivery of this Agreementproceeds thereof, each Pledgor shall deliver to and deposit with the Collateral Agent (or with a Person designated which are owned by the Collateral Agent to hold Guarantor or in which the Pledged Collateral on behalf of Guarantor has any interest whether held by the Collateral Agent) Guarantor or others for its account. The property described in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateralsubparagraphs above, together with undated stock powersall accessions, instruments additions, replacements, substitutions, proceeds and products as aforesaid, is referred to collectively hereinafter as the "Collateral" and sometimes as "Pledged Property". Guarantor shall execute and deliver such financing statements and other documents (in form and substance reasonably satisfactory to Lender), and take such other actions, as Lender may reasonably request from time to time in order to create, perfect or continue the security interests provided for above under the UCC or other documents signed in blank by such Pledgorlaws of the States of New York or Florida or under any other state or federal law. In addition, the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing Guarantor authorizes the Pledged Collateral, such Pledgor shall promptly deliver Lender to complete and deposit with file financing statements covering the Collateral Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateraldescribed above.
5. Lender shall execute, deliver and file UCC-3 Termination Statements and otherwise take such action as Guarantor may reasonably request in order to release Lender's Lien and security interest in and to Guarantor's Inventory.
6. The text of Section 3 (c) Notwithstanding anything to of the contrary contained Agreement is hereby deleted in this Agreement its entirety and replaced with the words "Intentionally Omitted."
7. Section 4 (i) the Pledged Collateral issued by any one Foreign Company shall not exceed sixty-five percent (65%c) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled Agreement is hereby amended in its entirety to vote issued by such Foreign Company, and (ii) this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Collateral Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle to vote issued by any Foreign Company, the Collateral Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.read as follows:
Appears in 1 contract
Samples: Security Agreement (American Technical Ceramics Corp)
Grant of Security Interests. (a) To secure on a first priority (subject to Permitted Liens) perfected basis the indefeasible payment and performance in full of all Senior Secured Obligations when due (whether at stated maturity, by acceleration or otherwise) (“Payment In Full”), each The Pledgor hereby pledges, assigns, transfers and delivers to Lender and grants to the Collateral Agent Lender a continuing first priority (subject to Permitted Liens) security interest under in all shares of Common Stock, par value $.01 per share, of Lender which the Code Pledgor owns now or over which the Pledgor in and hereby pledges the future obtains legal beneficial ownership, including without limitation shares of Lender common stock whether received or not by the Pledgor upon the exercise of options to acquire shares of Lender common stock which have been granted to the Collateral Agent, in each case for the ratable benefit of each of the Secured Parties Pledgor on or prior to the extent provided date hereof or which may be granted to Pledgor in the Intercreditor Agreement, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, tofuture, and under the Pledged Collateral whether now or hereafter existing and wherever located. Notwithstanding anything right itself to the contrary contained in any Financing Document, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement).
(b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Collateral Agent (or with a Person designated by the Collateral Agent to hold the Pledged Collateral on behalf of the Collateral Agent) in pledge, all of exercise such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateraloptions, together with undated stock powersthe proceeds thereof and any other property or money held hereunder or any part thereof (collectively, instruments the "Pledged Lender Stock"), all upon the terms and subject to the conditions set forth herein. The Pledgor also hereby pledges, assigns, transfers and delivers to the Lender, and grants to Lender a continuing security interest in that note receivable dated January 1, 1999 owing Chartwell Partners, Ltd., a partnership to the Pledgor, in the approximate principal amount of $515,500, together with the proceeds thereof, all renewals, substitutions, modifications and extensions thereof (the "Note Receivable") and Pledgor's limited partnership interest in Chartwell Partners, Ltd., together with the proceeds thereof, all renewals, substitutions, modifications and extensions thereof, any other property or other documents signed in blank by such Pledgor. In money held hereunder or any part thereof (the event that any Pledgor should ever acquire or receive certificates"Pledged Chartwell Interest") (collectively, securities, instruments or other documents evidencing the Pledged CollateralLender Stock, such Pledgor shall promptly deliver the Note Receivable and the Pledged Chartwell interest, referred to and deposit with as the Collateral Agent in pledge("Pledged Assets"), all such certificates, securities, instruments or other documents which evidence upon the Pledged Collateral.
(c) Notwithstanding anything terms and subject to the contrary contained in this Agreement (i) conditions set forth herein. The Pledged Assets shall constitute security for the Pledged Collateral issued by any one Foreign Company shall not exceed sixty-five percent (65%) of the total combined voting power timely and full payment of all classes of capital stock, shares, securities, member interests, partnership interests amounts due and other ownership interests entitled to vote issued by such Foreign Company, and (ii) this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To payable under the extent the Collateral Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle to vote issued by any Foreign Company, the Collateral Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a PledgorLoan.
Appears in 1 contract
Grant of Security Interests. (a) To Section 8.01. SELLER'S GRANT OF SECURITY INTEREST. The parties hereto intend that each Purchase of Purchaser Interests to be made hereunder shall constitute a purchase and sale of undivided percentage ownership interests in the Transferred Receivables and not a loan. Notwithstanding the foregoing, in addition to and not in derogation of any rights now or hereafter acquired by any Purchaser or the Administrative Agent hereunder, the parties hereto intend that this Agreement shall constitute a security agreement under applicable law. In such regard and, in any event, to secure on a first priority (subject to Permitted Liens) perfected basis the indefeasible payment prompt and complete payment, performance in full and observance of all Senior Seller Secured Obligations when due (whether at stated maturityObligations, and to induce the Administrative Agent, the Conduit Purchaser and the Committed Purchaser to enter into this Agreement and perform the obligations required to be performed by acceleration or otherwise) (“Payment In Full”)it hereunder in accordance with the terms and conditions thereof, each Pledgor the Seller hereby grants grants, assigns, conveys, pledges, hypothecates and transfers to the Collateral Agent Administrative Agent, for the benefit of itself, the Conduit Purchaser and the Committed Purchaser, a continuing first priority (subject to Permitted Liens) Lien upon and security interest under the Code in and hereby pledges to the Collateral Agent, in each case for the ratable benefit of each of the Secured Parties to the extent provided in the Intercreditor Agreement, all of such Pledgor’s now existing and hereafter acquired or arising its right, title and interest in, to and under, but none of its obligations arising from, the following property, whether now owned by or owing to, and under the Pledged Collateral whether now or hereafter existing and wherever located. Notwithstanding anything to the contrary contained acquired by or arising in any Financing Documentfavor of, the Senior Secured Obligations shall not include Seller (including under any Excluded Hedge Liabilities trade names, styles or derivations of the Seller), and regardless of where located (all of which being hereinafter collectively referred to as defined in the Domestic Credit Agreement"SELLER COLLATERAL"):
(a) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement).all Transferred Receivables, Invoices related thereto and Collections thereon;
(b) Upon the execution and delivery of this Sale Agreement, each Pledgor shall deliver all Lockbox Account Agreements and all other Related Documents now or hereafter in effect relating to and deposit with the Collateral Agent purchase, servicing or processing of Receivables (or with a Person designated by collectively, the Collateral Agent to hold the Pledged Collateral on behalf "SELLER ASSIGNED AGREEMENTS"), including (i) all rights of the Collateral AgentSeller to receive moneys due and to become due thereunder or pursuant thereto, (ii) in pledgeall rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect thereto, (iii) all claims of such Pledgor’s certificatesthe Seller for damages or breach with respect thereto or for default thereunder and (iv) the right of the Seller to amend, instruments waive or other documents comprising or evidencing terminate the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver same and to perform and deposit with the Collateral Agent in pledge, to compel performance and otherwise exercise all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.remedies thereunder;
(c) Notwithstanding anything to all of the contrary contained in this Agreement following (collectively, the "SELLER ACCOUNT COLLATERAL"):
(i) all deposit accounts, including the Pledged Collateral issued by any one Foreign Company shall not exceed sixty-five percent (65%) of Lockbox Accounts, the total combined voting power of all classes of capital stockConcentration Account, shares, securities, member interests, partnership interests and other ownership interests entitled to vote issued by such Foreign Companythe Lockboxes, and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing any deposit account, the Lockbox Accounts, the Concentration Account, the Lockboxes or such funds,
(ii) this Agreement shall not apply the Collection Account, the Retention Account and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Account, the Retention Account or such funds,
(iii) all Investments from time to time of amounts in the Collection Account and the Retention Account, and all certificates, instruments and investment property, if any, from time to time representing or evidencing such Investments,
(iv) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by any Purchaser or any assignee or agent on behalf of any Purchaser in substitution for or in addition to any such stockof the then existing Seller Account Collateral, sharesand
(v) all interest, securitiesdividends, member interestscash, partnership interests instruments, investment property and other property from time to time received, receivable or ownership interests which are otherwise distributed with respect to or in excess exchange for any and all of such sixty-five percent the then existing Seller Account Collateral;
(65%d) limitation. To all other property that may from time to time hereafter be granted and pledged by the Seller or by any Person on its behalf under this Agreement, including any deposit with any Purchaser or the Administrative Agent of additional funds by the Seller; and
(e) to the extent the Collateral Agent receives more than sixty-five percent (65%) not otherwise included, all proceeds and products of the total combined voting power foregoing and all accessions to, substitutions and replacements for, and profits of, each of all classes the foregoing Seller Collateral (including proceeds that constitute property of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle to vote issued by any Foreign Company, the Collateral Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgortypes described in SECTIONS 8.01(A) through (D).
Appears in 1 contract
Samples: Receivables Purchase and Servicing Agreement (Daisy Parts Inc)
Grant of Security Interests. (a) To secure on a first priority (subject to Permitted Liens) perfected basis As security for the indefeasible prompt and complete payment and performance in full when due of all of the Obligations (excluding the Existing Senior Subordinated Secured Notes Obligations when due (whether at stated maturityin the case of an assignment, transfer, grant or pledge of Excluded Existing Senior Subordinated Secured Notes Collateral by acceleration or otherwise) (“Payment In Full”any Assignor), each Pledgor Assignor does hereby grants assign and transfer unto the Collateral Agent for the benefit of the Secured Creditors (excluding the Existing Senior Subordinated Secured Notes Creditor in the case of any assignment, transfer, pledge or grant of Excluded Existing Senior Subordinated Secured Notes Collateral by any Assignor), and does hereby pledge and grant to the Collateral Agent a continuing first priority (subject to Permitted Liens) security interest under the Code in and hereby pledges to the Collateral Agent, in each case for the ratable benefit of each of the Secured Parties to Creditors (excluding the extent provided Existing Senior Subordinated Secured Notes Creditor in the Intercreditor Agreementcase of any assignment, transfer, pledge or grant of Excluded Existing Senior Subordinated Secured Notes Collateral by any Assignor), a continuing security interest in all of such Pledgor’s now existing and hereafter acquired or arising the right, title and interest of such Assignor in, toto and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case, whether now existing or hereafter from time to time acquired:
(i) each and every Account;
(ii) all cash;
(iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Commercial Tort Claims, including, without limitation, those set forth on Annex F hereto;
(vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to Domain Names and Trade Secret Rights;
(vii) Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Equipment;
(x) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(xi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(xvi) all Investment Property;
(xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Marks, together with the registrations and right to all renewals thereof, and under the Pledged Collateral whether now goodwill of the business of such Assignor symbolized by the Marks;
(xix) all Patents;
(xx) all Permits;
(xxi) all Software and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or hereafter existing nature, regardless of the medium of recording;
(xxii) all Supporting Obligations;
(xxiii) all Tractor Trailers; and
(xxiv) all Proceeds and wherever located. products of any and all of the foregoing (all of the above, the “Collateral”).
(b) Notwithstanding anything to the contrary contained above in this Section 1 or elsewhere in this Agreement, no Excluded Existing Senior Subordinated Secured Notes Collateral hereunder shall secure any Financing Document, of the Existing Senior Subordinated Secured Obligations shall not include any Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Notes Obligations (as defined in although the Mexican Credit AgreementExcluded Existing Senior Subordinated Secured Notes Collateral shall secure all other Obligations hereunder).
(bc) Upon The security interest of the execution and delivery Collateral Agent under this Agreement extends to all Collateral which any Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement, each Pledgor shall deliver to and deposit with the Collateral Agent (or with a Person designated by the Collateral Agent to hold the Pledged Collateral on behalf of the Collateral Agent) in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver to and deposit with the Collateral Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(cd) Notwithstanding anything to the contrary contained in this Agreement (iSection 1.1(a) above, in no event shall the Pledged Collateral issued by include, and no Assignor shall be deemed to have granted a security interest in any one Foreign Company shall not exceed sixty-five percent (65%) of such Assignor’s rights or interests in any license, contract or agreement to which such Assignor is a party or any of its rights or interests thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement or otherwise, result in a breach of the total combined voting power of all classes of capital stockterms of, sharesor constitute a default under any license, securities, member interests, partnership interests and contract or agreement to which such Assignor is a party (other ownership interests entitled than to vote issued by such Foreign Company, and (ii) this Agreement shall not apply to the extent that any such stockterm would be rendered ineffective pursuant to the UCC or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, shareshowever, securitiesthat (x) immediately upon the ineffectiveness, member interestslapse or termination of any such provision (as a result of a change in law, partnership interests receipt of an appropriate consent or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Collateral Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle to vote issued by any Foreign Companyotherwise), the Collateral Agent shall return include, and such excess stockAssignor shall be deemed to have granted a security interest in, sharesall such rights and interests without any further action on the part of such Assignor or any Secured Creditor as if such provision had never been in effect and (y) the right to receive payments of money or other consideration in respect of such license, securitiescontract or agreement shall not be excluded from the security interest created hereunder. In the event that any asset of the Assignor is excluded from the Collateral by virtue of this paragraph, member interestssuch Assignor, partnership interests and other ownership interests upon the request of the Collateral Agent, shall use all reasonable efforts to enable such Assignor to provide a Pledgorsecurity interest in such asset pursuant hereto as promptly as practicable.
Appears in 1 contract
Grant of Security Interests. Upon the terms contained in this Agreement, the Security Agreement and the other Collateral Documents, each of Borrower and the Parent Guarantors grants to Bank continuing security interests and Liens in the Collateral to secure prompt repayment of any and all Obligations and to secure prompt performance by Borrower and each of the Parent Guarantors of each of its covenants and duties under the Loan Documents. Notwithstanding the foregoing, the grant of security interests herein shall not extend to and the term Collateral shall not include (a) To secure on a first priority property (and any accessions, attachments, replacements or improvements thereon) that is subject to a Lien that is otherwise permitted by clause (c) of the definition of “Permitted Liens” if inclusion would constitute a breach by Borrower of its agreement with a third party lessor or lender, provided that upon release of any such Lien, such property (and any accessions, attachments, replacements or improvements thereon) perfected basis the indefeasible payment shall be automatically deemed to be Collateral hereunder and performance in full of all Senior Secured Obligations when due (whether at stated maturity, by acceleration or otherwise) (“Payment In Full”), each Pledgor hereby grants shall be subject to the Collateral Agent a continuing first priority (subject to Permitted Liens) security interest under the Code in and hereby pledges to the Collateral Agent, in each case for the ratable benefit of each of the Secured Parties to the extent provided interests granted in the Intercreditor AgreementLoan Documents, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located. Notwithstanding anything to the contrary contained in any Financing Document, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement).
(b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Collateral Agent (or with a Person designated by the Collateral Agent to hold the Pledged Collateral on behalf more than 65% of the Collateral Agent) in pledge, all issued and outstanding voting stock of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgorany Foreign Subsidiary. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged CollateralExcept for Permitted Liens, such Pledgor shall promptly deliver to security interests and deposit with the Collateral Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything to the contrary contained in this Agreement Liens (i) the Pledged Collateral issued by any one Foreign Company shall not exceed sixtyconstitute valid, first-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership priority security interests and other ownership interests entitled to vote issued by such Foreign CompanyLiens in the presently existing Collateral, and (ii) this Agreement shall not apply to will constitute valid, first-priority security interests and Liens in Collateral acquired, created, arising or existing at any such stocktime after the Closing Date. Notwithstanding any termination of the Bank’s Commitments, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent Bank’s Liens on the Collateral Agent receives more shall remain in effect for so long as any Obligations (other than sixty-five percent (65%indemnity obligations against which no claim has been made) of Borrower or any of the total combined voting power other Credit Parties shall remain outstanding. The Obligations of all classes each of capital stock, shares, securities, member interests, partnership interests Borrower and other ownership interests entitle to vote issued by any Foreign Companythe Parent Guarantors under the Security Agreement, the other Collateral Agent shall return such excess stock, shares, securities, member interests, partnership interests Documents and the other ownership interests upon Loan Documents are supplemental and in addition to the request Obligations of a PledgorBorrower under this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (NightHawk Radiology Holdings Inc)
Grant of Security Interests. (a) To secure on a first priority (subject to Permitted Liens) perfected basis the indefeasible payment and performance in full of all Senior Secured Obligations when due (whether at stated maturity, by acceleration or otherwise) (“Payment In Full”)Obligations, each Pledgor hereby grants to the Collateral Administrative Agent a continuing first priority (subject to Permitted Liens) security interest under the Code in and hereby pledges to the Collateral Administrative Agent, in each case for the ratable benefit of each of the Secured Parties to the extent provided in the Intercreditor AgreementLenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service Product, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located. Notwithstanding anything to the contrary contained in any Financing Document, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement).
(b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Collateral Administrative Agent (or with a Person designated by the Collateral Agent to hold the Pledged Collateral on behalf of the Collateral Agent) in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver to and deposit with the Collateral Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything to the contrary contained in this Agreement Agreement,
(i) the Pledged Collateral issued by with respect to any one Foreign Company shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote issued by of such Foreign Company, Company and (ii) this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-sixty five percent (65%) limitation. To the extent the Collateral Administrative Agent receives more than sixty-sixty five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle to vote issued by of any Foreign Company, the Collateral Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor; and
(ii) this Pledge Agreement shall not constitute a grant of a security interest in the following and the following shall not constitute Pledged Collateral: any property or assets to the extent that such grant of a security interest is prohibited by any Law of an Official DOCVARIABLE #DNDocID \* MERGEFORMAT 752131431 Body, requires a consent not obtained of any Official Body pursuant to such Law or is prohibited by, or constitutes a breach or default under, results in the termination of, or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any investment property or instruments, any applicable shareholder or similar agreement, but only to the extent, and for so long as, such Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is not terminated or rendered unenforceable or otherwise deemed ineffective under applicable Law (including, without limitation, Sections 9-406, 9-407, 9-408 or 9-409 of the Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law or principles of equity); provided, that for purposes of this clause (ii), the applicable Pledgor will use its reasonable efforts to obtain a consent to the granting and enforcement of such security interest but, in case of such Law, only if the granting of such consent is permissible under the applicable Law.
Appears in 1 contract
Grant of Security Interests. (a) To secure on a first first-priority (subject to Permitted Liens) perfected basis the indefeasible payment and performance in full of all Senior Secured Obligations when due (whether at stated maturity, by acceleration or otherwise) (“Payment In Full”)in full, each Pledgor hereby grants to the Collateral Administrative Agent a continuing first first-priority (subject to Permitted Liens) security interest under the Code in and hereby pledges to the Collateral Administrative Agent, in each case for the ratable benefit of each of the Secured Parties to the extent provided in the Intercreditor AgreementParties, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located. Notwithstanding anything to the contrary contained in any Financing Document, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement).
(b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Collateral Administrative Agent (or with a Person designated by the Collateral Agent to hold the Pledged Collateral on behalf of the Collateral Agent) in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged CollateralCollateral to the extent that such Pledged Collateral is represented by certificates (including, without limitation, any certificated capital stock of any Company), together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver to and deposit with the Collateral Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything to the contrary contained in this Agreement (i) Agreement, the Pledged Collateral issued by with respect to any one Foreign Company shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote issued by of such Foreign Company, Company and (ii) this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-sixty five percent (65%) limitation. To the extent the Collateral Administrative Agent receives more than sixty-sixty five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle entitled to vote issued by of any Foreign Company, the Collateral Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.. {N0221554 }
Appears in 1 contract
Grant of Security Interests. (a) To secure on a first priority (subject to Permitted Liens) perfected basis the indefeasible payment and performance in full of all Senior Secured Obligations when due (whether at stated maturity, by acceleration or otherwise) (“Payment In Full”), each Pledgor hereby grants to the Collateral Agent (and hereby confirms the continuation of the grant to the Collateral Agent pursuant to the Existing Pledge Agreement (as defined below) of) a continuing first priority (subject to Permitted Liens) security interest under the Code in and hereby pledges to the Collateral Agent, in each case for the ratable benefit of each of the Secured Parties to the extent provided in the Intercreditor Agreement, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located. Notwithstanding anything to the contrary contained in any Financing Document, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement).
(b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Collateral Agent (or with a Person designated by the Collateral Agent to hold the Pledged Collateral on behalf of the Collateral Agent) in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver to and deposit with the Collateral Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything to the contrary contained in this Agreement (i) the Pledged Collateral issued by any one Foreign Company shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote issued by such Foreign Company, and (ii) this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Collateral Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitle to vote issued by any Foreign Company, the Collateral Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.
Appears in 1 contract
