Common use of Pledge; Perfection Clause in Contracts

Pledge; Perfection. (a) As collateral security for the due and punctual payment of the Obligations, each Pledgor hereby pledges, hypothecates, delivers and assigns and grants unto Administrative Agent, as agent for itself and the Secured Parties, a security interest (which security interest shall constitute a first priority security interest), in all of Pledgor’s membership interests, limited partnership interests, common stock and other equity interests in the Pledged Entities and all securities instruments or other rights convertible into or exercisable for the foregoing (the “Equity Interests”), together with all proceeds, profits, interests, capital accounts, accounts, contract rights, general intangibles, deposits, funds, dividends, distributions, rights to dividends, rights to distributions, including both distributions of money and of property, and other rights, claims and interests relating to or arising out of Pledgor’s Equity Interests, now owned or hereafter acquired, in the Pledged Entities, together with any and all replacements or substitutions for or proceeds of all of the foregoing (collectively, the “Collateral”); provided that, notwithstanding anything herein to the contrary, Collateral shall not include, and the security interest herein shall not attach to, (i) the Equity Interests issued by the entities identified as SBIC Entities or SPV Subsidiaries on Schedule I, (ii) any outstanding voting Equity Interests of a Foreign Subsidiary in excess of 65% of the voting power of such classes of Equity Interests of such Foreign Subsidiary entitled to vote (other than any outstanding non-voting Equity Interests of such classes of Equity Interests of such Foreign Subsidiary) or (iii) any property rights in Equity Interests (other than Equity Interests issued by any Subsidiary), or any Operating Documents of any issuer of such Equity Interests to which Pledgor is a party, or any of its rights or interests thereunder, if the grant of such security interest shall constitute or result in (A) the abandonment, invalidation or unenforceability of any right, title or interest of the Pledgor therein or (B) a breach or termination pursuant to the terms of, or a default under, any such property rights or Operating Documents (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provisions) of any relevant jurisdiction or any other Applicable Law (including the Bankruptcy Code) or principles of equity) (the Equity Interests described in foregoing clauses (i) through (iii), the “Excluded Equity Interests”); provided further that, (x) immediately upon any amendment, modification or repeal of the Restrictive Provisions to allow the pledge of any Excluded Equity Interests of the type described in clause (i), the Collateral shall include, and the security interest granted hereunder shall attach to, such Equity Interests that are no longer subject to such Restrictive Provisions and (y) until such time as attachment occurs with respect to any Excluded Equity Interest of the type described in clause (i) or (iii), references in this Agreement to “Pledged Entities” shall be deemed not to include the issuers of such Excluded Equity Interest. This Agreement is not intended to place Administrative Agent or any Secured Party in a position of being a member, shareholder or partner of any Pledged Entity, but is intended to grant Administrative Agent, on behalf of the Secured Parties, a lien on and security interest in Pledgor’s Equity Interests in the Pledged Entities including, without limitation, any and all of the Collateral but specifically excluding any general partnership interests.

Pledge; Perfection. (a) As collateral security for the due and punctual payment of the Obligations, each Pledgor hereby pledges, hypothecates, delivers and assigns and grants unto Administrative Agent, as agent for itself and the Secured Parties, a security interest (which security interest shall constitute a first priority security interest), in all of such Pledgor’s membership interests, limited partnership interests, common stock and other equity interests in the Pledged Entities and all securities instruments or other rights convertible into or exercisable for the foregoing (the “Equity Interests”), together with all proceeds, profits, interests, capital accounts, accounts, contract rights, general intangibles, deposits, funds, dividends, distributions, rights to dividends, rights to distributions, including both distributions of money and of property, and other rights, claims and interests relating to or arising out of such Pledgor’s Equity Interests, now owned or hereafter acquired, in the Pledged Entities, together with any and all replacements or substitutions for or proceeds of all of the foregoing (collectively, the “Collateral”); provided that, notwithstanding anything herein to the contrary, Collateral shall not include, and the security interest herein shall not attach to, (i) the Equity Interests issued by the entities identified as SBIC Entities or SPV Subsidiaries on Schedule I, (ii) any outstanding voting Equity Interests of a Foreign Subsidiary in excess of 65% of the voting power of such all classes of Equity Interests of such Foreign Subsidiary entitled to vote (other than any outstanding non-voting Equity Interests of such classes of Equity Interests of such Foreign Subsidiary) or (iiiii) any property rights in Equity Interests (other than Equity Interests issued by any Subsidiary), or any Operating Documents of any issuer of such Equity Interests to which Pledgor is a party, or any of its rights or interests thereunder, if the grant of such security interest shall constitute or result in (A) the abandonment, invalidation or unenforceability of any right, title or interest of the Pledgor therein or (B) a breach or termination pursuant to the terms of, or a default under, any such property rights or Operating Documents (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provisions) of any relevant jurisdiction or any other Applicable Law (including the Bankruptcy Code) or principles of equity) (the Equity Interests Credit Agreement - Page 176 116414841 v.12 described in foregoing clauses (i) through (iiiii), the “Excluded Equity Interests”); provided further that, (x) immediately upon any amendment, modification or repeal of the Restrictive Provisions to allow the pledge of any Excluded Equity Interests of the type described in clause (i), the Collateral shall include, and the security interest granted hereunder shall attach to, such Equity Interests that are no longer subject to such Restrictive Provisions and (y) until such time as attachment occurs with respect to any Excluded Equity Interest of the type described in clause (i) or (iiiii), references in this Agreement to “Pledged Entities” shall be deemed not to include the issuers of such Excluded Equity Interest. This Agreement is not intended to place Administrative Agent or any Secured Party in a position of being a member, shareholder or partner of any Pledged Entity, but is intended to grant Administrative Agent, on behalf of the Secured Parties, a lien on and security interest in Pledgor’s Equity Interests in the Pledged Entities including, without limitation, any and all of the Collateral but specifically excluding any general partnership interests.

Pledge; Perfection. (a) As collateral security for the due and punctual payment of the Obligations, each Pledgor hereby pledges, hypothecates, delivers and assigns and grants unto Administrative Agent, as agent for itself and the Secured Parties, a security interest (which security interest shall constitute a first priority security interest), in all of such Pledgor’s membership interests, limited partnership interests, common stock and other equity interests in the Pledged Entities and all securities instruments or other rights convertible into or exercisable for the foregoing (the “Equity Interests”), together with all proceeds, profits, interests, capital accounts, accounts, contract rights, general intangibles, deposits, funds, dividends, distributions, rights to dividends, rights to distributions, including both distributions of money and of property, and other rights, claims and interests relating to or arising out of such Pledgor’s Equity Interests, now owned or hereafter acquired, in the Pledged Entities, together with any and all replacements or substitutions for or proceeds of all of the foregoing (collectively, the “Collateral”); provided that, notwithstanding anything herein to the contrary, Collateral shall not include, and the security interest herein shall not attach to, (i) the Equity Interests issued by the entities identified as SBIC Entities or SPV Subsidiaries on Schedule I, (ii) any outstanding voting Equity Interests of a Foreign Subsidiary in excess of 65% of the voting power of such all classes of Equity Interests of such Foreign Subsidiary entitled to vote (other than any outstanding non-voting Equity Interests of such classes of Equity Interests of such Foreign Subsidiary) or (iiiii) any property rights in Equity Interests (other than Equity Interests issued by any Subsidiary), or any Operating Documents of any issuer of such Equity Interests to which Pledgor is a party, or any of its rights or interests thereunder, if the grant of such security interest shall constitute or result in (A) the abandonment, invalidation or unenforceability of any right, title or interest of the Pledgor therein or (B) a breach or termination pursuant to the terms of, or a default under, any such property rights or Operating Documents (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provisions) of any relevant jurisdiction or any other Applicable Law (including the Bankruptcy Code) or principles of equity) (the Equity Interests described in foregoing clauses (i) through (iiiii), the “Excluded Equity Interests”); provided further that, (x) immediately upon any amendment, modification or repeal of the Restrictive Provisions to allow the pledge of any Excluded Equity Interests of the type described in clause (i), the Collateral shall include, and the security interest granted hereunder shall attach to, such Equity Interests that are no longer subject to such Restrictive Provisions and (y) until such time as attachment occurs with respect to any Excluded Equity Interest of the type described in clause (i) or (iiiii), references in this Agreement to “Pledged Entities” shall be deemed not to include the issuers of such Excluded Equity Interest. This Agreement is not intended to place Administrative Agent or any Secured Party in a position of being a member, shareholder or partner of any Pledged Entity, but is intended to grant Administrative Agent, on behalf of the Secured Parties, a lien on and security interest in Pledgor’s Equity Interests in the Pledged Entities including, without limitation, any and all of the Collateral but specifically excluding any general partnership interests.

Pledge; Perfection. (a) As collateral security for the due and punctual payment of the Obligations, each Pledgor hereby pledges, hypothecates, delivers and assigns and grants unto Administrative Agent, as agent for itself and the Secured Parties, a security interest (which security interest shall constitute a first priority security interest), in all of Pledgor’s membership interests, limited partnership interests, common stock and other equity interests in the Pledged Entities and all securities instruments or other rights convertible into or exercisable for the foregoing (the “Equity Interests”), together with all proceeds, profits, interests, capital accounts, accounts, contract rights, general intangibles, deposits, funds, dividends, distributions, rights to dividends, rights to distributions, including both distributions of money and of property, and other rights, claims and interests relating to or arising out of Pledgor’s Equity Interests, now owned or hereafter acquired, in the Pledged Entities, together with any and all replacements or substitutions for or proceeds of all of the foregoing (collectively, the “Collateral”); provided that, notwithstanding anything herein to the contrary, Collateral shall not include, and the security interest herein shall not attach to, (i) the any Equity Interests issued by the entities identified as SBIC Entities or SPV Subsidiaries on Schedule I(as defined in the Credit Agreement), (ii) any outstanding voting Equity Interests of a Foreign Subsidiary in excess of 65% of the voting power of such all classes of Equity Interests of such Foreign Subsidiary entitled to vote (other than any outstanding non-voting Equity Interests of such classes of Equity Interests of such Foreign Subsidiary) or (iii) any property rights in Equity Interests (other than Equity Interests issued by any Subsidiary), or any Operating Documents of any issuer of such Equity Interests to which Pledgor is a party, or any of its rights or interests thereunder, if the grant of such security interest shall constitute or result in (A) the abandonment, invalidation or unenforceability of any right, title or interest of the Pledgor therein or (B) a breach or termination pursuant to the terms of, or a default under, any such property rights or Operating Documents (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provisions) of any relevant jurisdiction or any other Applicable Law (including the Bankruptcy Code) or principles of equity) (the Equity Interests described in foregoing clauses (i) through (iii), the “Excluded Equity Interests”); provided further that, (x) immediately upon any amendment, modification or repeal of the Restrictive Provisions to allow the pledge of any Excluded Equity Interests of the type described in clause (i), the Collateral shall include, and the security interest granted hereunder shall attach to, such Equity Interests that are no longer subject to such Restrictive Provisions and (y) until such time as attachment occurs with respect to any Excluded Equity Interest of the type described in clause (i) or (iii), references in this Agreement to “Pledged Entities” shall be deemed not to include the issuers of such Excluded Equity Interest. This Agreement is not intended to place Administrative Agent or any Secured Party in a position of being a member, shareholder or partner of any Pledged Entity, but is intended to grant Administrative Agent, on behalf of the Secured Parties, a lien on and security interest in Pledgor’s Equity Interests in the Pledged Entities including, without limitation, any and all of the Collateral but specifically excluding any general partnership interests.

Pledge; Perfection. (a) As collateral security for the due and punctual payment of the Obligations, each Pledgor hereby pledges, hypothecates, delivers and assigns and grants unto Administrative Agent, as agent for itself and the Secured Parties, a security interest (which security interest shall constitute a first priority security interest), in all of Pledgor’s membership interests, limited partnership interests, common stock and other equity interests in the Pledged Entities and all securities instruments or other rights convertible into or exercisable for the foregoing (the “Equity Interests”), together with all proceeds, profits, interests, capital accounts, accounts, contract rights, general intangibles, deposits, funds, dividends, distributions, rights to dividends, rights to distributions, including both distributions of money and of property, and other rights, claims and interests relating to or arising out of Pledgor’s Equity Interests, now owned or hereafter acquired, in the Pledged Entities, together with any and all replacements or substitutions for or proceeds of all of the foregoing (collectively, the “Collateral”); provided that, notwithstanding anything herein to the contrary, Collateral shall not include, and the security interest herein shall not attach to, (i) the Equity Interests issued by the entities identified as SBIC Entities or SPV Subsidiaries on Schedule I, (ii) any outstanding voting Equity Interests of a Foreign Subsidiary in excess of 65% of the voting power of such all classes of Equity Interests of such Foreign Subsidiary entitled to vote (other than any outstanding non-voting Equity Interests of such classes of Equity Interests of such Foreign Subsidiary) or (iii) any property rights in Equity Interests (other than Equity Interests issued by any Subsidiary), or any Operating Documents of any issuer of such Equity Interests to which Pledgor is a party, or any of its rights or interests thereunder, if the grant of such security interest shall constitute or result in (A) the abandonment, invalidation or unenforceability of any right, title or interest of the Pledgor therein or (B) a breach or termination pursuant to the terms of, or a default under, any such property rights or Operating Documents (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provisions) of any relevant jurisdiction or any other Applicable Law (including the Bankruptcy Code) or principles of equity) (the Equity Interests described in foregoing clauses (i) through (iii), the “Excluded Equity Interests”); provided further that, (x) immediately upon any amendment, modification or repeal of the Restrictive Provisions to allow the pledge of any Excluded Equity Interests of the type described in clause (i), the Collateral shall include, and the security interest granted hereunder shall attach to, such Equity Interests that are no longer subject to such Restrictive Provisions and (y) until such time as attachment occurs with respect to any Excluded Equity Interest of the type described in clause (i) or (iii), references in this Agreement to “Pledged Entities” shall be deemed not to include the issuers of such Excluded Equity Interest. This Agreement is not intended to place Administrative Agent or any Secured Party in a position of being a member, shareholder or partner of any Pledged Entity, but is intended to grant Administrative Agent, on behalf of the Secured Parties, a lien on and security interest in Pledgor’s Equity Interests in the Pledged Entities including, without limitation, any and all of the Collateral but specifically excluding any general partnership interests.

Pledge; Perfection. (a) As collateral security for the due and punctual payment of the Obligations, each Pledgor hereby pledges, hypothecates, delivers and assigns and grants unto Administrative Agent, as agent for itself and the Secured Parties, a security interest (which security interest shall constitute a first priority security interest), in all of Pledgor’s membership interests, limited partnership interests, common stock and other equity interests in the Pledged Entities and all securities instruments or other rights convertible into or exercisable for the foregoing (the “Equity Interests”), together with all proceeds, profits, interests, capital accounts, accounts, contract rights, general intangibles, deposits, funds, dividends, distributions, rights to dividends, rights to distributions, including both distributions of money and of property, and other rights, claims and interests relating to or arising out of Pledgor’s Equity Interests, now owned or hereafter acquired, in the Pledged Entities, together with any and all replacements or substitutions for or proceeds of all of the foregoing (collectively, the “Collateral”); provided that, notwithstanding anything herein to the contrary, Collateral shall not include, and the security interest herein shall not attach to, (i) the Equity Interests issued by the entities identified as SBIC Entities or SPV Subsidiaries Small Business Investment Corporations on Schedule I, (ii) any outstanding voting Equity Interests of a Foreign Subsidiary in excess of 65% of the voting power of such all classes of Equity Interests of such Foreign Subsidiary entitled to vote (other than any outstanding non-voting Equity Interests of such classes of Equity Interests of such Foreign Subsidiary) or (iii) any property rights in Equity Interests (other than Equity Interests issued by any Subsidiary), or any Operating Documents of any issuer of such Equity Interests to which Pledgor is a party, or any of its rights or interests thereunder, if the grant of such security interest shall constitute or result in (A) the abandonment, invalidation or unenforceability of any right, title or interest of the Pledgor therein or (B) in a breach or termination pursuant to the terms of, or a default under, any such property rights or Operating Documents (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provisions) of any relevant jurisdiction or any other Applicable Law (including the Bankruptcy Code) or principles principals of equity) (the Equity Interests described in foregoing clauses (i) through (iii), the “Excluded Equity Interests”); provided further that, (x) immediately upon any amendment, modification or repeal of the Restrictive Provisions to allow the pledge of any Excluded Equity Interests of the type described in clause (i), the Collateral shall include, and the security interest granted hereunder shall attach to, such Equity Interests that are no longer subject to such Restrictive Provisions and (y) until such time as attachment occurs with respect to any Excluded Equity Interest of the type described in clause (i) or (iii), references in this Agreement to “Pledged Entities” shall be deemed not to include the issuers of such Excluded Equity Interest. This Agreement is not intended to place Administrative Agent or any Secured Party in a position of being a member, shareholder or partner of any Pledged Entity, but is intended to grant Administrative Agent, on behalf of the Secured Parties, a lien on and security interest in Pledgor’s Equity Interests in the Pledged Entities including, without limitation, any and all of the Collateral but specifically excluding any general partnership interests.

Pledge; Perfection. (a) As collateral security for the due and punctual payment of the Obligations, each Pledgor hereby pledges, hypothecates, delivers and assigns and grants unto Administrative Agent, as agent for itself and the Secured Parties, a security interest (which security interest shall constitute a first priority security interest), in all of Pledgor’s membership interests, limited partnership interests, common stock and other equity interests in the Pledged Entities and all securities instruments or other rights convertible into or exercisable for the foregoing (the “Equity Interests”), together with all proceeds, profits, interests, capital accounts, accounts, contract rights, general intangibles, deposits, funds, dividends, distributions, rights to dividends, rights to distributions, including both distributions of money and of property, and other rights, claims and interests relating to or arising out of Pledgor’s Equity Interests, now owned or hereafter acquired, in the Pledged Entities, together with any and all replacements or substitutions for or proceeds of all of the foregoing (collectively, the “Collateral”); provided that, notwithstanding anything herein to the contrary, Collateral shall not include, and the security interest herein shall not attach to, (i) the any Equity Interests issued by the entities identified as SBIC Entities or SPV Subsidiaries on Schedule I(as defined in the Credit Agreement), (ii) any outstanding voting Equity Interests of a Foreign Subsidiary in excess of 65% of the voting power of such classes of Equity Interests of such Foreign Subsidiary entitled to vote (other than any outstanding non-voting Equity Interests of such classes of Equity Interests of such Foreign SubsidiarySubsidairy) or (iii) any property rights in Equity Interests (other than Equity Interests issued by any SubsidiarySubsidiary and Equity Interests issued by any joint venture or investment fund that is accounted for under GAAP as a Portfolio Investment), or any Operating Documents of any issuer of such Equity Interests to which Pledgor is a party, or any of its rights or interests thereunder, if the grant of such security interest shall constitute or result in (A) the abandonment, invalidation or unenforceability of any right, title or interest of the Pledgor therein or (B) a breach or termination pursuant to the terms of, or a default under, any such property rights or Operating Documents (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provisions) of any relevant jurisdiction or any other Applicable Law (including the Bankruptcy Code) or principles of equity) (the Equity Interests described in foregoing clauses (i) through (iii), the “Excluded Equity Interests”); provided further that, (x) immediately upon any amendment, modification or repeal of the Restrictive Provisions to allow the pledge of any Excluded Equity Interests of the type described in clause (i), the Collateral shall include, and the security interest granted hereunder shall attach to, such Equity Interests that are no longer subject to such Restrictive Provisions and (y) until such time as attachment occurs with respect to any Excluded Equity Interest of the type described in clause (i) or (iii), references in this Agreement to “Pledged Entities” shall be deemed not to include the issuers of such Excluded Equity Interest. This Agreement is not intended to place Administrative Agent, the Multicurrency Agent or any Secured Party in a position of being a member, shareholder or partner of any Pledged Entity, but is intended to grant Administrative Agent, on behalf of the Secured Parties, a lien on and security interest in Pledgor’s Equity Interests in the Pledged Entities including, without limitation, any and all of the Collateral but specifically excluding any general partnership interests.