Pledge and Grant Sample Clauses

Pledge and Grant. (a) To secure on a (x) first priority basis the Senior Obligations, and (y) second priority basis (subject only to the first priority of the security for the Senior Obligations) the Subordinated Obligations, THE PLEDGOR HEREBY: (i) grants to the Pledgee a security interest in and to all of Pledgor's right, title and interest in, to and under the Physical Securities, the Brokerage Accounts and all other Collateral (as such terms are hereinafter defined), whether now owned or hereafter acquired by the Pledgor; (ii) pledges and deposits as security with the Pledgee all of the Pledgor's Physical Securities and delivers to the Pledgee the certificates evidencing same, accompanied by stock power(s) duly executed in blank by the Pledgor covering the same; (iii) with respect to the Pledgor's Brokerage Account(s), executes and delivers to the Pledgee, for countersignature and delivery to the financial intermediary maintaining the same, a Brokerage Account Control Instruction letter in the form of Exhibit A (each, a "Control Instruction"); and (iv) otherwise assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of the Pledgor's right, title and interest in and to all Collateral, whether now owned or hereafter acquired by the Pledgor, to be held by the Pledgee upon the terms and conditions set forth in this Agreement. (b) It is understood and agreed by the parties hereto that: (i) Subsidiary, as the holder of the Subordinated Obligations, shall not be entitled to any distribution or payment arising from the enforcement of or other realization upon the Collateral, and that no distribution or payment in any bankruptcy, insolvency, reorganization or similar proceeding involving the Pledgor made in respect of or in recognition of the security interests, pledges and liens created hereunder in respect of the Collateral shall be applied to the Subordinated Obligations or shall be for the benefit of Subsidiary as such holder, until such time as the Senior Obligations shall have been irrevocably paid in full in cash or cash equivalents; and (ii) the Pledgee shall take all actions to enforce, realize upon and protect the security interests, pledges and liens created hereunder in respect of the Collateral, and shall assert all claims and make all filings under or in respect of any such bankruptcy, insolvency, reorganization or similar proceeding, and that such actions and claims shall be taken or made consistent with the priorities of the respect...

Pledge and Grant. Except as limited by Section 2.2 hereof, each Guarantor hereby pledges and grants to Lender, as collateral security for the prompt and complete payment and performance when due of all of Guarantors’ obligations under this Guaranty (the “Obligations”), a first-priority security interest in all of such Guarantor’s right, title, and interest in and to the following (the “Collateral”), whether now owned or hereafter acquired (capitalized terms used but not defined in this Section 2.1 shall have the meaning assigned to them in the Uniform Commercial Code as in effect in the State of Delaware (the “UCC”)): (a) all Accounts; (b) all Equipment (including motor vehicles used primarily for commercial purposes), Goods, Inventory and Fixtures; (c) all Documents, Instruments and Chattel Paper; (d) all Letter-of-Credit Rights (whether or not the letter of credit is evidenced by a writing); (e) all membership, partnership or other equity interests of any entity other than a corporation, whether certificated or uncertificated (collectively, “Pledged Interests”), together with all rights, privileges, authority and powers of Guarantor relating to such interests or under any organizational document of each issuer of such interests, and the certificates, instruments and agreements representing such membership, partnership or other interests and any and all interest of Guarantor in the entries on the books of any financial intermediary pertaining to such interests; (f) all issued and outstanding shares of capital stock of any corporation, whether certificated or uncertificated (collectively, the “Pledged Shares” and, together with the Pledged Interests, the “Securities Collateral”), together with all rights, privileges, authority and powers of Guarantor relating to such shares or under any organizational document of each issuer of such shares, and the certificates, instruments and agreements representing such shares of capital stock and any and all interest of Guarantor in the entries on the books of any financial intermediary pertaining to such shares; (g) all Investment Property; (h) all General Intangibles; (i) all Deposit Accounts; (j) all Supporting Obligations; (k) all books and records pertaining to the Collateral; (l) all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to ...

Pledge and Grant. As security for the due and punctual payment of the principal of and interest on the Obligations and the due and punctual payment of all such Obligations and other amounts due and to become due under the Loan and the performance and observance by Indian-Martxx xx all of the covenants made by Indian-Martxx xx the Loan Documents, Indian-Martxx xxxeby pledges and grants to the Bank a security interest in each and all of the following (whether now existing or hereafter coming into existence): (i) All of Indian-Martxx'x xxxht, title and interest in and to the Escalade Note; (ii) All of Indian-Martxx'x xxxht, title and interest in and to all contracts, documents and agreements relating or pertaining in any way to the Escalade Note; and (iii) All proceeds of the foregoing. All of the foregoing revenues, funds, property and assets, including the Escalade Note, pledged and encumbered pursuant to this Agreement are referred to herein, collectively, as the "Pledged Property."

Pledge and Grant. As security for the due and punctual payment of the principal of and interest on the Obligations and the due and punctual payment of all such Obligations and other amounts due and to become due under the Loan and the performance and observance by Pledgor of all of the covenants made by Pledgor in the Loan Documents, Pledgor hereby pledges and grants to the Bank a security interest in each and all of the following (whether now existing or hereafter coming into existence): (i) All of Pledgor's right, title and interest in and to the Escalade Note; (ii) All of Pledgor's right, title and interest in and to all contracts, documents and agreements relating or pertaining in any way to the Escalade Note; and (iii) All proceeds of the foregoing. All of the foregoing revenues, funds, property and assets, including the Escalade Note, pledged and encumbered pursuant to this Agreement are referred to herein, collectively, as the "Pledged Property."

Pledge and Grant. To secure Obligations, THE PLEDGOR HEREBY: (i) grants to the Pledgee a security interest in and to all of Pledgor's right, title and interest in, to and under the Physical Securities, the Brokerage Accounts and all other Collateral (as such terms are hereinafter defined), whether now owned or hereafter acquired by the Pledgor; (ii) pledges and deposits as security with the Pledgee all of the Pledgor's Physical Securities and delivers to the Pledgee the certificates evidencing same, accompanied by stock power(s) duly executed in blank by the Pledgor covering the same; (iii) with respect to the Pledgor's Brokerage Account(s), executes and delivers to the Pledgee, for countersignature and delivery to the financial intermediary maintaining the same, a Brokerage Account Control Instruction letter in the form of Exhibit A (each, a "Control Instruction"); and (iv) otherwise assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of the Pledgor's right, title and interest in and to all Collateral, whether now owned or hereafter acquired by the Pledgor, to be held by the Pledgee upon the terms and conditions set forth in this Agreement.

Pledge and Grant. As security for the due and punctual payment of the principal of and interest on the Notes and the due and punctual payment of all other amounts due and to become due under the Trust Agreement and the performance and observance by the Issuer of all of the covenants made by the Issuer in the Trust Agreement, Issuer and Eligible Lender Trustee hereby pledge and grant to the Trustee a security interest in the following (whether now existing or hereafter coming into existence): (i) All the right, title and interest IN AND TO THE PLEDGED LOANS and in the Accounts (as defined in the Trust Agreement), including, without limitation, (a) all evidences of indebtedness thereof, and (b) all principal, interest, Special Allowance Payments, Interest Subsidy Payments and payments from Guarantors, whether payable from Guarantors or the Department of Education of the federal government, due and to become due thereon or in respect thereof; (ii) All the rights, title and interest in and to all contracts, documents and agreements relating or pertaining in any way to the Pledged Loans, including, but not limited to, the Basic Documents (as defined in the Trust Agreement). (iii) All proceeds of the foregoing. All of the foregoing revenues, funds, property and assets of Issuer and Eligible Lender Trustee pledged and encumbered pursuant to this Pledge Agreement are referred to herein, collectively, as the TRUST ESTATE. By taking the foregoing action, the Eligible Lender Trustee is pledging only its interest in the Trust Estate and is not acquiring any liability under the Trust Agreement beyond its interest in the Trust Estate.

Related to Pledge and Grant

Pledge and Grant of Security Interest As collateral security for all of the Obligations (as defined in Section 3 hereof), the Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, a continuing security interest in and Lien on the Pledgor’s right, title and interest in and to the following (collectively, the “Pledged Collateral”): (a) the shares of stock, partnership interests, member interests and other equity interests described in Schedule I hereto (the “Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all additional shares of stock, partnership interests, member interests or other equity interests from time to time acquired by the Pledgor, of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity; (c) all security entitlements of the Pledgor in any and all of the foregoing; and (d) all proceeds (including proceeds of proceeds) of any and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise).
Pledge and Security Agreement The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Security Agent for the Secured Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby acknowledge and affirm that the rights and remedies of the Security Agent with respect to the security interest in the Copyright Collateral made and granted hereby are more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security Agreement shall control.
Stock Pledge Agreement The term "Stock Pledge Agreement" shall have the meaning set forth in Section 6.3(xiii).
Pledge Agreements Neither the Pledge Agreement nor the Holdings Guaranty and Pledge Agreement, nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and by the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) in the case of any equity interest in (x) any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien in favor of the Administrative Agent pursuant to the Pledge Agreement to the extent covering more than 65% of the voting capital stock of such Foreign Subsidiary (it being understood that the Administrative Agent shall not be required to release any other capital stock of a Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12.
Negative Pledge Agreements; Dividend Restrictions The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted Subsidiary, or which requires the consent of other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) any leases or licenses or similar contracts as they affect any Property or Lien, (c) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests or Property of such Restricted Subsidiary pending the closing of such sale or disposition, (d) customary provisions with respect to the distribution of Property in joint venture agreements, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted Subsidiary.
Pledge and Security Interest CUC hereby pledges and lawfully grants to Telesource a security interest in and to the Escrow Account and all funds and assets at any time contained therein, whether in the form of cash, bonds, bills, notes, securities, other instruments, or other obligations, regardless of where or by which person or entity the Escrow Account or such funds or assets shall be held. For purposes of this Agreement and Telesource's continuing security interest in the Escrow Account, the Agent shall maintain at its principal office at the address stated above in ________________, ________________, the funds and other assets comprising the Escrow Account or evidence of record and/or beneficial ownership thereof in accordance with the terms of this Agreement. This Agreement and the Escrow Account shall secure, for the benefit of Telesource and its successors and assign, all current and future obligations of CUC to Telesource pursuant to the Contract and the Notes and any successor instrument thereto. Each party hereto agrees and covenants to take all such action as may be reasonably requested of it to perfect Telesource's first priority security interest in the Escrow Account; provided however, that such security interest shall not be superior to the Agent's rights to be compensated or indemnified in accordance with the terms hereof. Without the prior written consent of Telesource, CUC will not sell, assign, transfer or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber to any person other than Telesource all or part of the Escrow Account or any interest therein. If there occurs any change in the law, rules or regulation or any judicial decision or any other event or circumstance pertaining to or affecting rights of creditors in bankruptcy or insolvency proceedings the result of which would be to increase the likelihood in Telesource's view that the Escrow Account would not or may not be available to Telesource for the purposes described herein and in the Contract, CUC agrees, upon Telesource's request, (i) to negotiate in good faith with Telesource changes in this Agreement and/or the entire mechanism by which CUC's obligations under the Contract and the Notes are secured and (ii) to permit Telesource to hold the balance of the Escrow Account in an account in Telesource's name in an institution selected by Telesource, which institution shall have a combined capital and surplus of not less than $100 million. Telesource shall bear its own costs of such negotiations and associated document preparation. CUC shall not be obligated to accept any new arrangement which increases the amount of collateral that it must provide to secure its repayment and payment obligations under this Agreement. In the event that there is any change in the location of all or part of the Escrow Account, CUC agrees to take all action requested by Telesource to amend, modify or replace Telesource's filings perfecting its security interest in the Escrow Account, or to enable Telesource to effect any required new or additional filing to perfect its said security interest.
Treatment as a Security Agreement Pursuant to Section 1 hereof, the Seller has conveyed to the Purchaser all of its right, title and interest in and to the Mortgage Loans. The parties intend that such conveyance of the Seller’s right, title and interest in and to the Mortgage Loans pursuant to this Agreement shall constitute a purchase and sale and not a loan. If such conveyance is deemed to be a pledge and not a sale, then the parties also intend and agree that the Seller shall be deemed to have granted, and in such event does hereby grant, to the Purchaser, a first priority security interest in all of its right, title and interest in, to and under the Mortgage Loans, all payments of principal or interest on such Mortgage Loans due after the Cut-Off Date, all other payments made in respect of such Mortgage Loans after the Cut-Off Date (and, in any event, excluding scheduled payments of principal and interest due on or before the Cut-Off Date) and all proceeds thereof, and that this Agreement shall constitute a security agreement under applicable law. If such conveyance is deemed to be a pledge and not a sale, the Seller consents to the Purchaser hypothecating and transferring such security interest in favor of the Trustee and transferring the obligation secured thereby to the Trustee.
Continuing Security Interest; Assignments under the Credit Agreement This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreements, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender Party may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Advances owing to it and the Note or Notes, if any, held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender Party herein or otherwise, in each case as provided in Section 8.07 of the Credit Agreement.
Pledge Agreement Other than as expressly permitted hereunder, the Pledge Agreement or any other Security Document pursuant to which the Capital Stock or Stock Equivalents of the Borrower or any Subsidiary is pledged or any material provision thereof shall cease to be in full force or effect (other than pursuant to the terms hereof or thereof or as a result of acts or omissions of the Collateral Agent or any Lender) or any pledgor thereunder or any Credit Party shall deny or disaffirm in writing any pledgor’s or Credit Party’s obligations under any Security Document; or
Continuing Security Interest: Assignments under Credit Agreement This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the Obligations have been paid in full in accordance with the provisions of the Credit Agreement and the Commitments have expired or have been terminated, (b) be binding upon each Grantor, and their respective successors and assigns, and (c) inure to the benefit of, and be enforceable by, Agent, and its successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender may, in accordance with the provisions of the Credit Agreement, assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise. Upon payment in full of the Secured Obligations in accordance with the provisions of the Credit Agreement and the expiration or termination of the Commitments, the Security Interest granted hereby shall terminate and all rights to the Collateral shall revert to Grantors or any other Person entitled thereto. At such time, Agent will authorize the filing of appropriate termination statements to terminate such Security Interests. No transfer or renewal, extension, assignment, or termination of this Agreement or of the Credit Agreement, any other Loan Document, or any other instrument or document executed and delivered by any Grantor to Agent nor any additional Advances or other loans made by any Lender to Borrower, nor the taking of further security, nor the retaking or re-delivery of the Collateral to Grantors, or any of them, by Agent, nor any other act of the Lender Group or the Bank Product Providers, or any of them, shall release any Grantor from any obligation, except a release or discharge executed in writing by Agent in accordance with the provisions of the Credit Agreement. Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Agent and then only to the extent therein set forth. A waiver by Agent of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedy which Agent would otherwise have had on any other occasion.

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