Pledge. As security for the payment or performance, as the case may be, in full of its Obligations, each Pledgor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule I) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i)(A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests; (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule I, (ii) any debt securities in the future issued to such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 4 contracts
Samples: Guarantee and Collateral Agreement, Credit Agreement (Claires Stores Inc), Guarantee and Collateral Agreement (Claires Stores Inc)
Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, including the Guarantees, each Pledgor Grantor hereby assigns and pledges to the Administrative Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (ai) the all Equity Interests directly owned held by it (including those and listed on Schedule I) I and any other Equity Interests obtained in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i)(AA) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Material Foreign Subsidiary directly owned by such Pledgorthat is a direct or indirect Subsidiary of Holdings V, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Material Foreign Subsidiary, or (DC) any issued and outstanding Equity Interests of any Qualified CFC Holding Company Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person that is not a “first tier” Qualified CFC Holding Companyan indirect, wholly owned Subsidiary of Holdings III, (iiH) to (i) if there are outstanding Obligations under the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar sharesSenior Credit Facilities, such shares or nominee or other similar shares, (iii) any Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Issuer its determination that the costs of providing a grant pledge of security its Equity Interests or perfection thereof is not required by reason of Section 5.10(g) excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement, Agreement or (ivii) any if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of a any Subsidiary (with respect to which Subsidiary is set forth on Schedule 1.01A the board of directors or the senior management of the Issuer has confirmed in writing to the Credit Agreement) to Trustee and the extent that, as Notes Collateral Agent its reasonable determination that the costs of the Second Restatement Effective Date, and for so long as, such providing a pledge of such its Equity Interests would violate applicable or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or an enforceable contractual obligation binding on or relating to such Equity Interestsby agreements containing anti-assignment clauses not overridden by applicable law; (b)(iii) other than in the case of Holdings IV (A) the debt obligations securities owned by it and listed opposite the name of such Pledgor Grantor on Schedule I, (iiB) any debt securities obtained in the future issued to by such Pledgor Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Notes Collateral Agent; (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (evi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 4 contracts
Samples: Security Agreement (Freescale Semiconductor, Ltd.), Security Agreement (Freescale Semiconductor, Ltd.), Security Agreement (Freescale Semiconductor Holdings I, Ltd.)
Pledge. As security for the payment or performance, as the case may be, in full of its the Notes Obligations, each Pledgor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Indenture Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Indenture Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule III) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i)(A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law law-requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement3.06 hereof, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Issue Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests; (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule III, (ii) any debt securities in the future issued to such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 2.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property referred to in clauses (a) and (b) above; (d) subject to Section 3.05 2.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Indenture Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 4 contracts
Samples: Collateral Agreement, Intercreditor Agreement (Claires Stores Inc), Collateral Agreement (Claires Stores Inc)
Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, including the Senior Guarantees, each Pledgor Grantor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (ai) the all Equity Interests directly owned held by it (including those and listed on Schedule I) II and any other Equity Interests obtained in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i)(AA) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such PledgorSubsidiary, (B) more than 65% Equity Interests of Immaterial Subsidiaries, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the issued and outstanding voting Credit Agreement or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would (including upon foreclosure thereof) result in a change of control (or similar event), default, termination, payment, purchase or repurchase obligation pursuant to the terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection with such Receivables Management Financing or any credit support provided by it in favor of any financier of such Receivables Management Financing, (E) Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Restricted Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) pledged to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of secure Indebtedness permitted under Section 5.10(g7.03(g) of the Credit Agreement, or (ivF) any Equity Interests of any Person that is not a direct or indirect wholly owned Subsidiary of the Borrower, (G) with respect to Holdings, the Equity Interests of any Subsidiary of Holdings other than the Borrower, (H) Equity Interests of any Subsidiary with respect to which Subsidiary is set forth on Schedule 1.01A the Administrative Agent has confirmed in writing to the Credit AgreementBorrower its determination that the costs or other consequences (including adverse tax consequences) to the extent that, as of the Second Restatement Effective Date, and for so long as, such providing a pledge of such its Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating is excessive in view of the benefits to such Equity Interestsbe obtained by the Lenders (the assets described in clauses (A) through (H) of this proviso being the “Excluded Equity”); (b)(iii)(A) the debt obligations securities owned by it and listed opposite the name of such Pledgor Grantor on Schedule III, (iiB) any debt securities obtained in the future issued to by such Pledgor Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (evi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 4 contracts
Samples: Security Agreement (West Corp), Security Agreement (West Customer Management Group, LLC), Security Agreement (West Corp)
Pledge. As security for the payment or performance, as the case may be, in full of its Obligations, each Pledgor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule I) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i)(A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective ABL Closing Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests; (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule I, (ii) any debt securities in the future issued to such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (Claires Stores Inc), Credit Agreement (Claires Stores Inc), Credit Agreement (Claires Stores Inc)
Pledge. As security for the payment or performance, as the case may be, in full of its Obligations, each Pledgor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule III) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i)(Ai) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) to the extent the pledge of any such Equity Interests would cause more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Companyto be pledged hereunder, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Closing Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests, or (iv) any Equity Interests of a person that is not directly or indirectly a Subsidiary, as to which Article 4 shall apply; (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule III, (ii) any debt securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything else contained in this Agreement in the event that Rule 3-16 of Regulation S-X under the United States Securities Act of 1933 would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) (such law, rule or regulation, as amended or replaced with another rule or regulation, “Rule 3-16”) the filing with the SEC of separate financial statements of any Subsidiary of the Company due to the fact that a security interest in such Subsidiary’s Equity Interests or other securities has been granted hereunder as security for the payment or performance, as the case may be, of the Note Obligations or any Additional Obligations, then, solely to the extent securing the Note Obligations or such Additional Obligations, as applicable, the Lien granted pursuant to this Agreement or any other Security Document in such Equity Interests (the “Rule 3-16 Excluded Collateral”) shall not secure, or constitute “Collateral” with respect to, the Note Obligations or such Additional Obligations, as applicable, in any event solely to the extent necessary and only for so long as required to cause the Company and its Subsidiaries to not be subject to such requirement. In such event, the Administrative Agent may and (at the written request and expense of the Company) shall take actions, without the consent of any Secured Party, to the extent necessary to evidence such exclusion from the Lien granted hereunder in favor of the Administrative Agent of the Rule 3-16 Excluded Collateral solely with respect to the Note Obligations or such Additional Obligations, as applicable; provided that the Administrative Agent shall not be required to take any such action unless the Company shall have delivered to the Administrative Agent, together with such written request, a certificate of a Responsible Officer of the Company certifying that such action is permitted by the applicable Secured Agreement, and any such action taken by the Administrative Agent shall be without recourse to or warranty by the Administrative Agent. In the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Rule 3-16 Excluded Collateral to secure the Note Obligations or such Additional Obligations, as applicable, in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements for such Subsidiary of the Company, then the Equity Interest of such Subsidiary will automatically be deemed to be a part of the Collateral for the Note Obligations or such Additional Obligations, as applicable, to the extent otherwise required by this Agreement. For avoidance of doubt, nothing in this paragraph shall prevent or limit any pledge of Equity Interests or any other securities hereunder from securing the Credit Agreement Obligations at all times.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (Verso Paper Corp.), Credit Agreement (Verso Paper Corp.), Guarantee and Collateral Agreement (Verso Paper Corp.)
Pledge. As security for the payment or performance, as the case may be, in full of its Note Obligations, each Pledgor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule III) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i)(Ai) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier tier” Foreign Subsidiary, or and (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Closing Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests, or (iv) any Equity Interests of a person that is not directly or indirectly a Subsidiary, as to which Article 4 shall apply; (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule III, (ii) any debt securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (ec) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything else contained in this Agreement in the event that Rule 3-16 of Regulation S-X under the United States Securities Act of 1933 would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) (such law, rule or regulation, as amended or replaced with another rule or regulation, “Rule 3-16”) the filing with the SEC of separate financial statements of any Subsidiary of the Company due to the fact that a security interest in such Subsidiary’s Equity Interests or other securities has been granted hereunder as security for the payment or performance of the Note Obligations, then, solely to the extent securing the Note Obligations, the Lien granted pursuant to this Agreement or any other Security Document in such Equity Interests (the “Rule 3-16 Excluded Collateral”) shall not secure, or constitute “Collateral” with respect to the Note Obligations solely to the extent necessary and only for so long as required to cause the Company and its Subsidiaries to not be subject to such requirement. In such event, the Collateral Agent may and (at the written request and expense of the Company) shall take actions, without the consent of any Secured Party, to the extent necessary to evidence such exclusion from the Lien granted hereunder in favor of the Collateral Agent of the Rule 3-16 Excluded Collateral solely with respect to the Note Obligations; provided that the Collateral Agent shall not be required to take any such action unless the Company shall have delivered to the Collateral Agent, together with such written request, a certificate of a Officer of the Company certifying that such action is permitted by the Note Documents, and any such action taken by the Collateral Agent shall be without recourse to or warranty by the Collateral Agent. In the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Rule 3-16 Excluded Collateral to secure the Note Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements for such Subsidiary of the Company, then the Equity Interest of such Subsidiary will automatically be deemed to be a part of the Collateral for the Note Obligations, to the extent otherwise required by this Agreement.
Appears in 3 contracts
Samples: Collateral Agreement (Verso Paper Holdings LLC), Collateral Agreement (Verso Paper LLC), Joinder Agreement (Verso Paper Corp.)
Pledge. As security for the payment or performance, as the case may be, in full of its Obligations, each Pledgor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule III) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i)(Ai) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) to the extent the pledge of any such Equity Interests would cause more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Companyto be pledged hereunder, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Closing Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests, or (iv) any Equity Interests of a person that is not directly or indirectly a Subsidiary, as to which Article IV shall apply; (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule III, (ii) any debt securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (Verso Sartell LLC), Guarantee and Collateral Agreement (Verso Paper Corp.), Credit Agreement (Verso Paper Holdings LLC)
Pledge. As security for the payment or performance, as the case may be, in full of its the First Lien Obligations, including the Guarantees, each Pledgor Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the First Lien Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the First Lien Secured Parties and confirms its continuing prior grant to the Collateral Agent for the benefit of the Secured PartiesParties of, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (ai) the all Equity Interests directly owned held by it (including those and listed on Schedule I) I and any other Equity Interests obtained in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i)(AA) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgorof a Domestic Subsidiary, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such PledgorSubsidiary of a Foreign Subsidiary, (C) any issued and outstanding Equity Interest Interests of any Foreign Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(t) of the Credit Agreement if and so long as the terms of such Indebtedness prohibit the creation of a Lien in favor of the Collateral Agent for the benefit of the First Lien Secured Parties on such Equity Interests, (D) Equity Interests of any Person that is not a first tier Foreign Subsidiarydirect or indirect, wholly owned Subsidiary of Xxxxxxx, to the extent such pledge is prohibited by law or contract, (DE) any issued and outstanding Equity Interests of any Qualified CFC Holding Company Subsidiary with respect to which the Administrative Agent determines (with an acknowledgement to the U.S. Borrower) that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is not a “first tier” Qualified CFC Holding Companyexcessive in view of the benefits to be obtained by the Lenders, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iiiF) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Closing Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable law, or, with respect to Equity Interests of a Foreign Subsidiary, a contractual obligation binding on or relating to such Equity Interests; , and (b)(iG) any Equity Interests held by the Third Party Pledgor at any time other than Equity Interests in TNC (US) Holdings, Inc. and ACN Holdings, Inc., (ii) (A) the debt obligations securities owned by it and listed opposite the name of such Pledgor Grantor on Schedule I, (iiB) any debt securities obtained in the future issued to by such Pledgor Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (evi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the First Lien Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 2 contracts
Samples: Security Agreement (Nielsen Holdings B.V.), Security Agreement (Nielsen CO B.V.)
Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, including the Guaranties, each Pledgor Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (ai) the all Equity Interests directly owned held by it (including those and listed on Schedule I) I and any other Equity Interests obtained in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i)(AA) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgorof a Domestic Subsidiary, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such PledgorSubsidiary of a Foreign Subsidiary, (C) any issued and outstanding Equity Interest Interests of any Foreign Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(t) of the Credit Agreement if and so long as the terms of such Indebtedness prohibit the creation of a Lien in favor of the Collateral Agent for the benefit of the Secured Parties on such Equity Interests, (D) Equity Interests of any Person that is not a first tier Foreign Subsidiarydirect or indirect, wholly owned Subsidiary of the Company, to the extent such pledge is prohibited by law or contract, (DE) any issued and outstanding Equity Interests of any Qualified CFC Holding Company Subsidiary with respect to which the Administrative Agent determines (with an acknowledgement to the U.S. Borrower) that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is not a “first tier” Qualified CFC Holding Companyexcessive in view of the benefits to be obtained by the Lenders, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iiiF) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Closing Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable law, or, with respect to Equity Interests of a Foreign Subsidiary, a contractual obligation binding on or relating to such Equity Interests, and (G) any Equity Interests held by the Third Party Pledgor at any time other than Equity Interests in VNU, Inc., ACN Holdings, Inc. and Decisions Made Easy, Inc.; (b)(iii)(A) the debt obligations securities owned by it and listed opposite the name of such Pledgor Grantor on Schedule I, (iiB) any debt securities obtained in the future issued to by such Pledgor Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (evi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 2 contracts
Samples: Security Agreement (Nielsen Holdings B.V.), Security Agreement (Global Media USA, LLC)
Pledge. As security for the payment or performance, as the case may be, in full of its Obligations, each Pledgor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a first priority security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule I) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i)(A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g5.09(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Closing Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests; (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule I, (ii) any debt securities in the future issued to such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 2 contracts
Samples: Intercreditor Agreement (Claires Stores Inc), Guarantee and Collateral Agreement (Claires Stores Inc)
Pledge. As collateral security for the payment or performance, as the case may be, in full of its Obligationsthe Obligations (whether at stated maturity, by acceleration or otherwise), each Pledgor Grantor hereby delivers, mortgages, hypothecates, pledges, assigns and pledges transfers, as appropriate, to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a lien on and first priority security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests directly of the Borrower and each Subsidiary owned by it (including those and listed on Schedule I) II and any other Equity Interests or the Borrower and each Subsidiary obtained in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i)(A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (iix) to the extent applicable law requires that a Subsidiary subsidiary of such Pledgor Grantor issue directors’ qualifying shares or similar shares, such qualifying shares or nominee or other similar shares, and (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreementy) to the extent that(but only to the extent) reasonably expected to cause adverse tax consequences to the Borrower, as any Equity Interests in any Foreign Subsidiary to the extent resulting in more than 66% of the Second Restatement Effective Datetotal combined voting power of all classes of stock in such Foreign Subsidiary entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Internal Revenue Code) (on a fully diluted basis) being pledged to the Collateral Agent, and for so long ason behalf of the Grantors, such a pledge under this Agreement (it being understood that all of such the Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating in any Foreign Subsidiary not entitled to such Equity Interestsvote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Internal Revenue Code) shall be Collateral pledged hereunder); (b)(i) the debt obligations securities listed opposite the name of such Pledgor Grantor on Schedule III, (ii) any debt securities in the future issued to such Pledgor Grantor by Holdings, the Borrower or any Subsidiary and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; (de) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Hawaiian Telcom Holdco, Inc.), Guarantee and Collateral Agreement (Hawaiian Telcom Holdco, Inc.)
Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, each Pledgor hereby (except in the case of Pledged ULC Shares) assigns and (in all cases) pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those which such Equity Interests constituting Pledged Stock shall be listed on Schedule IIII) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”)Interests; provided that the Pledged Stock shall not include (i)(Ai) more than any Equity Interests in excess of 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of or any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) Pledgor or any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and the outstanding Equity Interests of any a Foreign Subsidiary or a Qualified CFC Holding Company that is not a “first tier” Foreign Subsidiary or a “first tier” Qualified CFC Holding Company, respectively, owned by such Pledgor, (ii) any Equity Interests that constitute Excluded Property or otherwise with respect to which the extent applicable law requires that a Subsidiary Collateral and Guarantee Requirement or the other paragraphs of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar sharesSection 5.10 of the Credit Agreement need not be satisfied by reason of Section 5.10(f) of the Credit Agreement, (iii) any Equity Interests if, and to the extent that, and for so long as (A) doing so would violate applicable law or a contractual obligation binding on such Equity Interests and (B) with respect to which contractual obligations, such Equity Interests are not in a grant of security is not required by reason of Section 5.10(g) Wholly Owned Subsidiary and such obligation existed on the Closing Date or at the time of the Credit Agreementacquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Equity Interests, or (iv) any Equity Interests of a any Indenture Restricted Subsidiary owned by the U.S. Borrower or any Indenture Restricted Subsidiary or (which Subsidiary is set forth on Schedule 1.01A to v) any Designated Securities (the Credit Agreement) to the extent that, as of the Second Restatement Effective Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating pledged pursuant to such Equity Intereststhis clause (a), the “Pledged Stock”); (b)(i) the debt obligations securities currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed opposite the name of such Pledgor on Schedule IIII), (ii) any debt securities in the future issued to such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities; provided that the Pledged Debt Securities shall not include (A) debt securities issued by any Indenture Restricted Subsidiary to the U.S. Borrower or any Indenture Restricted Subsidiary, (B) any Designated Securities or (C) any debt securities that constitute Excluded Property or otherwise with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement need not be satisfied by reason of Section 5.10(f) of the Credit Agreement (the debt securities pledged pursuant to this clause (b), the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 2 contracts
Samples: Collateral Agreement, Collateral Agreement (Momentive Specialty Chemicals Inc.)
Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, including the Guarantees, each Pledgor Grantor hereby assigns and pledges to the Administrative Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (ai) the all Equity Interests directly owned held by it (including those and listed on Schedule I) I and any other Equity Interests obtained in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i)(AA) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Material Foreign Subsidiary directly owned by such Pledgorthat is a direct or indirect Subsidiary of Holdings V, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Material Foreign Subsidiary, or (DC) any issued and outstanding Equity Interests of any Qualified CFC Holding Company Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person that is not a “first tier” Qualified CFC Holding Companyan indirect, wholly owned Subsidiary of Holdings III, (iiH) to (i) if there are outstanding Obligations under the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar sharesSenior Credit Facilities, such shares or nominee or other similar shares, (iii) any Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Issuer its determination that the costs of providing a grant pledge of security its Equity Interests or perfection thereof is not required by reason of Section 5.10(g) excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement, Agreement or (ivii) any if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of a any Subsidiary (with respect to which Subsidiary is set forth on Schedule 1.01A the board of directors or the senior management of the Issuer has confirmed in writing to the Credit Agreement) to Trustee and the extent that, as Notes Collateral Agent its reasonable determination that the costs of the Second Restatement Effective Date, and for so long as, such providing a pledge of such its Equity Interests would violate applicable or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or an enforceable contractual obligation binding on or relating to such Equity Interestsby agreements containing anti-assignment clauses not overridden by applicable law; (b)(iii) other than in the case of Holdings IV (A) the debt obligations securities owned by it and listed opposite the name of such Pledgor Grantor on Schedule I, (iiB) any debt securities obtained in the future issued to by such Pledgor Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Notes Collateral Agent; (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (evi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 2 contracts
Samples: Security Agreement (Freescale Semiconductor Holdings I, Ltd.), Security Agreement (Freescale Semiconductor Inc)
Pledge. As security for the payment or performance, as the case may be, in full of its the Guaranteed Obligations, each Pledgor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests of any Material Subsidiary directly owned by it (including those listed on Schedule I) as of the Closing Date and any other Equity Interests obtained of any Material Subsidiary directly owned in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i)(Ai) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% or any Domestic Subsidiary substantially all of whose assets consist of the issued and outstanding voting Equity Interests in “controlled foreign companies” under Section 957 of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Companythe Code, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a any Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Date, Closing Date and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable a contractual obligation binding on the issuer or relating to holder of such Equity Interests, (iii) any Equity Interests of any Subsidiary acquired after the Closing Date in accordance with the Credit Agreement if, and to the extent that, and for so long as (A) pledging such Equity Interests would violate applicable law or a contractual obligation binding on the issuer or holder of such Equity Interests and (B) such law or obligation existed at the time of the acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Subsidiary, provided that the foregoing clause (B) shall not apply in the case of a joint venture, including a joint venture that is a Subsidiary, and, (iv) Equity Interests in any Foreign Subsidiary if the Company demonstrates to the Administrative Agent and the Administrative Agent determines (in its reasonable discretion) that the cost of pledging the Equity Interests in such Foreign Subsidiary exceeds the value of the security offered thereby; provided that, upon the reasonable request of the Administrative Agent, Company shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in clauses (ii) and (iii) above, other than those set forth in a joint venture agreement to which the Company or any Subsidiary is a party; provided further, that Pledged Stock shall include the interests listed on Schedule II; (b)(i) the debt obligations listed opposite securities for borrowed money having an aggregate principal amount in excess of $20,000,000 (other than (A) intercompany current liabilities incurred in the name ordinary course of business in connection with the cash management operations of the Company and the Subsidiaries and (B) any debt securities held by such Pledgor on Schedule Ias of the Closing Date) (the “Material Pledged Debt Securities”), (ii) any debt securities Material Pledged Debt Securities in the future issued to such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities Material Pledged Debt Securities (the “Pledged Debt Securities”); provided, that the Pledged Debt Securities shall include the debt securities listed on Schedule II; (c) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 2 contracts
Samples: Lease Agreement (Chart Industries Inc), Lease Agreement (Chart Industries Inc)
Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, each Pledgor Grantor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s Grantor's right, title and interest in, to and under (aa)(i) the all shares of capital stock and other Equity Interests directly now owned or at any time hereafter acquired by it (such Grantor, including those listed set forth opposite the name of such Grantor on Schedule III, and (ii) all certificates and any other Equity Interests obtained in the future by such Pledgor and any certificates instruments representing all such Equity Interests (collectively, the “Pledged StockEquity Interests”); , provided that the Pledged Stock Equity Interests shall not include (i)(AA) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, CFC; (B) more than 65% of the issued and outstanding voting Equity Interests of in any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary Person that is not a first tier Foreign Subsidiary, to the extent such assignment, pledge and grant requires, pursuant to the constituent documents of such Person or any related joint venture, shareholder or like agreement binding on any shareholder, partner or member of such Person or on any Loan Party, the consent of any governing body, shareholder, partner or member of such Person, or the consent of any other Person (in each case other than of Holdings or any of its Affiliates) and such consent shall not have been obtained; (C) the Equity Interests in any CFC to the extent the grant of any security interest therein would require the approval of any Governmental Authority; provided that each Grantor hereby agrees to use its commercially reasonable efforts to obtain any such requisite approval; or (D) any issued the shares of capital stock and outstanding limited liability company interests and other Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, identified in Schedule IIA (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect so excluded under clauses (A) through (D) above being collectively referred to which a grant of security is not required by reason of Section 5.10(g) of herein as the Credit Agreement“Excluded Equity Interests”); provided further that, or (iv) in any event, the term Excluded Equity Interests shall not include the shares of a Subsidiary (which Subsidiary is set forth capital stock and limited liability company interests and other Equity Interests identified on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity InterestsII; (b)(i) the debt obligations securities now owned or at any time hereafter acquired by such Grantor, including those listed opposite the name of such Pledgor Grantor on Schedule III, and (ii) any debt securities in the future issued to such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing all such debt securities (collectively, the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Bz Intermediate Holdings LLC), Credit Agreement (Bz Intermediate Holdings LLC)
Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, including each Pledgor Guaranty, each Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (ai) the all Equity Interests of the Borrower and of each other Subsidiary directly owned by such Grantor held by it (including those and listed on Schedule I) II and any other Equity Interests obtained of Subsidiaries directly owned in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i)(AA) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such PledgorEmployment Participation Subsidiary, (B) more than 65% of the total issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such PledgorForeign Subsidiary at any time, (C) Equity Interests of Unrestricted Subsidiaries (until such time as any issued Unrestricted Subsidiary becomes a Restricted Subsidiary in accordance with the Credit Agreement, at which time, and outstanding without further action, this clause (C) shall no longer apply to the Equity Interest Interests of any Foreign Subsidiary that is not a first tier Foreign such Subsidiary), or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not Subsidiary of a “first tier” Qualified CFC Holding CompanyForeign Subsidiary, (iiE) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with respect Indebtedness incurred pursuant to which a grant of security is not required by reason of Section 5.10(g7.03(g)(ii) of the Credit Agreement, or (iv) any ; provided that the Equity Interests of a any such Subsidiary shall cease to be excluded by this clause (E) if such secured Indebtedness is repaid or becomes unsecured or if such Subsidiary ceases to Guarantee such secured Indebtedness, as applicable, (F) specifically identified Equity Interests of any Subsidiary with respect to which Subsidiary is set forth on Schedule 1.01A the Administrative Agent has confirmed in writing to the Credit AgreementBorrower its determination that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Lenders and (G) Equity Interests of any non-wholly owned Subsidiary if (but only to the extent that) the grant of a security interest therein would constitute a violation of a valid and enforceable restriction in respect of any joint venture, as stockholders or similar agreement governing such Equity Interests, unless and until all required consents shall have been obtained (for the avoidance of doubt, the Second Restatement Effective Daterestrictions described herein are not negative pledges or similar undertakings in favor of a lender or other financial counterparts), and for so long asprovided however, such that the limitation set forth in clause (G) above shall not affect, limit, restrict or impair the grant by a pledge Grantor of a security interest pursuant to this Agreement in any such Equity Interests would violate to the extent that an otherwise applicable law prohibition or an enforceable contractual obligation binding restriction on or relating to such grant is rendered ineffective by any applicable law, including the New York UCC and provided further that the Proceeds from any such Equity InterestsInterests shall not be excluded from the definition of Article 9 Collateral; (b)(iii) the debt obligations (A) promissory notes and instruments evidencing indebtedness owned by a Grantor and listed opposite the name of such Pledgor Grantor on Schedule III, and (iiB) any debt securities promissory notes and instruments evidencing indebtedness obtained in the future issued to by such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities Grantor (the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (evi) all proceeds of Proceeds of, and Security Entitlements in, any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the applicable Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 2 contracts
Samples: Credit Agreement (Bloomin' Brands, Inc.), Credit Agreement (Osi Restaurant Partners, LLC)
Pledge. (a) As security for the payment or performance, as the case may be, in full of its the Obligations, each Pledgor Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (aa)(i) the Equity Interests directly owned by it such Grantor on the date hereof (including those all such Equity Interests listed on Schedule IIII), (ii) and any other Equity Interests obtained in the future by such Pledgor Grantor and any (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided (provided, however, that the Pledged Stock shall not include (i)(AA) more than 65% of the issued and outstanding voting Equity Interests of in any “first tier” Foreign Subsidiary directly owned by such PledgorSubsidiary, (B) more than 65% of the issued and outstanding voting any Equity Interests of Interest in any “first tier” Qualified CFC Holding Company directly owned by such PledgorNon-Significant Subsidiary, (C) any issued and outstanding Equity Interest in any Permitted Syndication Subsidiary, any Securitization Subsidiary or any Permitted Joint Venture Subsidiary to the extent the pledge of the Equity Interest in such Subsidiary is prohibited by any Foreign Subsidiary that is not a first tier Foreign Subsidiaryapplicable Contractual Obligation or requirement of law), or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such minority Equity Interests; , (b)(i) the debt obligations securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Pledgor Grantor on Schedule IIII), (ii) any debt securities in the future issued to such Pledgor Grantor and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (excluding any promissory notes issued by employees of any Grantor) (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; , (de) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (ef) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Community Health Systems Inc), Guarantee and Collateral Agreement (Community Health Systems Inc)
Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, each Pledgor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those which such Equity Interests constituting Pledged Stock shall be listed on Schedule IIII) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i)(A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iiii) any Equity Interests with respect to which a grant owned on or acquired after the Closing Date (other than, in the case of security is not required by reason of Section 5.10(gshareholder agreements or other contractual obligations, (x) of Equity Interests in the Credit Agreement, Borrower or (ivy) in the case of any person which is a Wholly-Owned Subsidiary, Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreementin such person) in accordance with this Agreement if, and to the extent that, as of the Second Restatement Effective Date, and for so long as, such a pledge of such Equity Interests as doing so would violate applicable law or an enforceable regulation or a shareholder agreement or other contractual obligation (in each case, after giving effect to Section 9-406(d), 9-407(a), 9-408 or 9-409 of the New York UCC and other applicable law or similar provisions in similar codes, statutes or laws in other jurisdictions (the “Anti-Non-Assignment Clauses”)) binding on or relating to such Equity Interests; Interests or (ii) any Equity Interests as to which the Agent and the Borrower shall reasonably determine in writing that such Equity Interests shall be excluded from Collateral hereunder pursuant to the Agreed Security Principles, (b)(i) the debt obligations securities currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed opposite the name of such Pledgor on Schedule IIII), (ii) any debt securities in the future issued to such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; above and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD ; provided that with respect to EVERTEC Costa Rica, S.A., the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto Collateral shall not include any Equity Interests that are pledged pursuant to a separate pledge agreement in favor of the Administrative Agent, its successors and permitted assigns, Agent for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 2 contracts
Samples: Collateral Agreement, Collateral Agreement (EVERTEC, Inc.)
Pledge. As security for the payment or performance, as the case may be, in full of its Obligations, each Pledgor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule III) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i)(A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Closing Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests; (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule III, (ii) any debt securities in the future issued to such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Claires Stores Inc), Guarantee and Collateral Agreement (Claires Stores Inc)
Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, each Pledgor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s 's right, title and interest in, to and under (a) in the case of each Pledgor that is a Guarantor, the shares of capital stock and other Equity Interests directly owned by it (including those and listed on Schedule I) II and any other Equity Interests obtained in the future by such Pledgor Guarantor and any the certificates representing all such Equity Interests (the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i)(Ai) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor(other than Xxxxx, (B) more than 65% of which all the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Companywill be pledged), (ii) to the extent applicable law requires that a Subsidiary of such Pledgor Guarantor issue directors’ ' qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant the Collateral and Guarantee Requirement or the other paragraphs of security is Section 5.10 of the Credit Agreement need not required be satisfied by reason of Section 5.10(g5.10(h) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Closing Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable a contractual obligation binding on or relating to such Equity Interests; , (b)(iv) any Equity Interests of a Subsidiary of a Guarantor acquired after the debt obligations listed opposite Closing Date pursuant to Section 6.04(j) of the name Credit Agreement if, and to the extent that, and for so long as, (A) a pledge of such Pledgor on Schedule IEquity Interests would violate applicable law or any contractual obligation binding upon such Subsidiary and (B) such law or obligation existed at the time of the acquisition thereof and was not created or made binding upon such Subsidiary in contemplation of or in connection with the acquisition of such Subsidiary (provided, that the foregoing clause (iiB) any debt securities shall not apply in the future issued to such Pledgor and (iii) the certificatescase of a joint venture, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.including a joint venture that
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (TRW Automotive Inc), Guarantee and Collateral Agreement (TRW Automotive Inc)
Pledge. (a) As security for the payment or performance, as the case may be, in full of its the Second Lien Obligations, including the Guarantees, and subject to the terms of the Intercreditor Agreement, each Pledgor Grantor hereby assigns and pledges to the Administrative Second Lien Agent, its successors and permitted assigns, for the ratable benefit of the Second Lien Secured Parties, and hereby grants to the Administrative Second Lien Agent, its successors and permitted assigns, for the ratable benefit of the Second Lien Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (ai) the all Equity Interests directly owned held by it (including those and listed on Schedule I) and II, any other Equity Interests obtained in the future by such Pledgor and any certificates Grantor and, subject to Section 3.03(i), the certificates, if any, representing all such Equity Interests (the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i)(AA) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such PledgorSubsidiary, (B) more than 65% Equity Interests of the issued and outstanding voting Unrestricted Subsidiaries, (C) Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such PledgorSubsidiary of a Foreign Subsidiary, (CD) any issued and outstanding Equity Interest Interests of any Foreign Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (E) Equity Interests of any Person that is not a first tier Foreign Subsidiarydirect or indirect, or wholly owned Material Subsidiary of the Company and (DF) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(gthe First Lien Agent and the Company determine in their reasonable judgments that the costs or other consequences (including adverse tax consequences) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Date, and for so long as, such providing a pledge of such its Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating is excessive in view of the benefits to such Equity Interestsbe obtained by the Second Lien Secured Parties; (b)(iii)(A) subject to Section 3.03(i), the debt obligations promissory notes and instruments evidencing indebtedness owned by it and listed opposite the name of such Pledgor Grantor on Schedule III, (ii) any debt securities in the future issued to such Pledgor and (iiiB) the certificates, promissory notes and any other instruments, if any, instruments evidencing indebtedness obtained in the future by such debt securities Grantor (the promissory notes and instruments referred to in clauses (A) and (B) of this clause (ii) are collectively referred to as the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Second Lien Agent pursuant to the terms of this Agreement; (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.clauses
Appears in 2 contracts
Samples: Second Lien Security Agreement, Intercreditor Agreement (DJO Finance LLC)
Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, each Pledgor Grantor hereby assigns and pledges to the Administrative Agent, its permitted successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its permitted successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under under, in each case whether now owned or hereafter acquired by such Grantor or in which such Grantor now has or in the future may acquire any right, title or interest: (aa)(i) the shares of capital stock and other Equity Interests directly owned by it (including such Grantor, including, in any event, those listed opposite the name of such Grantor on Schedule II hereto, (ii) and any other Equity Interests obtained in the future by such Pledgor Grantor and any (iii) the certificates or other instruments representing all such Equity Interests (if any) together with all stock powers or other instruments of transfer with respect thereto; (clauses (i), (ii) and (iii), collectively, the “Pledged StockEquity Interests”); provided that the Pledged Stock Equity Interests and the Pledged Collateral shall not include (i)(AA) more Equity Interests of any Person (other than a Wholly Owned Subsidiary), to the extent not permitted or restricted by the terms of such Person’s organizational or joint venture documents or other agreements with holders of such Equity Interests; provided that such Equity Interest shall cease to be an Excluded Equity Interest (as defined below) for so long as such prohibition ceases to be in effect, (B) Equity Interests constituting an amount greater than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such PledgorSubsidiary, (BC) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) Unrestricted Subsidiary or any issued and outstanding Equity Interest of any Foreign Subsidiary that is not are held directly by a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests Interest with respect to which a grant of security is not required by reason of Section 5.10(g) Borrower, with the written consent of the Credit AgreementAdministrative Agent (not to be unreasonably withheld or delayed), shall have provided to the Administrative Agent a certificate of a Financial Officer to the effect that the pledge of such Equity Interest hereunder would result in material adverse tax consequences to Holdings and its Subsidiaries, including the imposition of withholding or other material taxes, (ivE) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) Interest if, to the extent that, as of the Second Restatement Effective Date, and for so long as, such a as the pledge of such Equity Interests Interest hereunder is prohibited by any applicable Requirements of Law (other than to the extent that any such prohibition would violate be rendered ineffective pursuant to the UCC or any other applicable law Requirements of Law) or an enforceable contractual obligation binding on or relating any Equity Interest in a Wholly Owned Subsidiary if, to the extent and for so long as the pledge of such Equity Interest hereunder is prohibited by such Subsidiary’s organizational documents; provided that such Equity Interest shall cease to be an Excluded Equity Interest for so long as such prohibition ceases to be in effect and (F) any Equity Interest that the Borrower and the Administrative Agent shall have agreed in writing to treat as an Excluded Equity Interest for purposes hereof on account of the cost of pledging such Equity Interest hereunder (including any material adverse tax consequences to Holdings and its Subsidiaries resulting therefrom) being excessive in view of the benefits to be obtained by the Secured Parties therefrom (the Equity Interests excluded pursuant to clauses (A) through (F) above being referred to as the “Excluded Equity Interests”); (b)(i) the debt obligations all Indebtedness from time to time owned by such Grantor, including, in any event, Indebtedness listed opposite the name of such Pledgor Grantor on Schedule II hereto, (ii) any debt securities all Indebtedness in the future issued to or otherwise acquired by such Pledgor Grantor and (iii) the certificates, promissory notes and any other instrumentsinstruments evidencing all such Indebtedness (collectively, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01 and Section 2.02; (d) subject to Section 3.05 hereof2.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses (a), (b) and (bc) above; (de) subject to Section 3.05 hereof2.05, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all proceeds Proceeds of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (e) above (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 2 contracts
Samples: Collateral Agreement (TA Holdings 1, Inc.), Collateral Agreement (TA Holdings 1, Inc.)
Pledge. As security for the payment or performance, as the case may be, in full of its Obligations, each Pledgor Guarantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such PledgorGuarantor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it on the Effective Date (including those which shall be listed on Schedule III) and any other Equity Interests obtained in the future by such Pledgor Guarantor and any certificates representing all such Equity Interests (all such Equity Interests and certificates referred to collectively as the “Pledged Stock”); provided that the Pledged Stock shall not include (i)(Ai) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor Guarantor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant the Collateral and Guarantee Requirement or the other paragraphs of security is Section 5.10 of the Credit Agreement need not required be satisfied by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable a contractual obligation binding on or relating to such Equity Interests, (v) any Equity Interests of a Subsidiary of a Guarantor acquired after the Effective Date if, and to the extent that, and for so long as, (A) a pledge of such Equity Interests would violate applicable law or any contractual obligation binding upon such Subsidiary and (B) such law or obligation existed at the time of the acquisition thereof and was not created or made binding upon such Subsidiary in contemplation of or in connection with the acquisition of such Subsidiary (provided that the foregoing clause (B) shall not apply in the case of a joint venture, including a joint venture that is a Subsidiary), provided that such each Guarantor shall use its commercially reasonable efforts to avoid any such restrictions classified in this clause (v) or (vi) any Equity Interests of a Person that is not directly or indirectly a Subsidiary; (b)(i) the debt obligations securities listed opposite the name of such Pledgor Guarantor on Schedule III, (ii) to the extent required by Section 3.02(b), any debt securities in the future issued to to, or acquired by, such Pledgor Guarantor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities owed to any Guarantor (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor Guarantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 2 contracts
Samples: Collateral Agreement (Celanese CORP), Guarantee and Collateral Agreement (Celanese CORP)
Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, each Pledgor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule III) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided provided, that the Pledged Stock shall not include (i)(Ai) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests which pledge shall be duly noted on the share register, if any, of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Companysuch Foreign Subsidiary, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant the Collateral and Guarantee Requirement or the other paragraphs of security is Section 5.11 of the Credit Agreement need not required be satisfied by reason of Section 5.10(g5.11(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable a contractual obligation binding on or relating to such Equity InterestsInterest permitted to exist under the Credit Agreement or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(i) the debt obligations securities listed opposite the name of such Pledgor on Schedule III, (ii) any debt securities in the future issued to such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof3.05, all payments of principal or interest, 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 upon the conversion of, all subscription warrants, rights or options issued thereon or with respect thereto and all other proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof3.05, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). Affinion – Amended and Restated Guarantee and Collateral Agreement TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 2 contracts
Samples: Credit Agreement (Affinion Group, Inc.), Guarantee and Collateral Agreement (Affinion Group, Inc.)
Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, each Pledgor Grantor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests directly owned by it on the date hereof (including those all such shares of capital stock and other Equity Interests listed on Schedule I) and any other Equity Interests obtained in the future by such Pledgor Grantor in a Person that is or becomes a Subsidiary of such Grantor and any the certificates representing all such Equity Interests (the “Pledged Stock”); , provided that the Pledged Stock shall not include (i)(Ai) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned held by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding CompanyLoan Party, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of any Foreign Subsidiary not directly held by a Loan Party, (iii) Equity Interests in any Foreign Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Date, and for so long as, such a pledge of such Equity Interests would violate is illegal or otherwise prohibited by applicable law or an enforceable contractual obligation binding on (iv) Equity Interests in Unrestricted Subsidiaries or relating in entities where such Grantor holds 50% or less of the outstanding Equity Interests of such entity, to the extent a pledge of such Equity Interests is prohibited by the organizational documents or agreements with the other equity holders of such Unrestricted Subsidiary or entity (the Equity Interests described in the clauses (i), (ii), (iii) and (iv) being referred to as “Excluded Equity Interests”); (b)(i) the debt obligations securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Pledgor Grantor on Schedule I), (ii) any debt securities or intercompany loans or advances in the future issued to or held by such Pledgor Grantor and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 2 contracts
Samples: First Lien Guarantee and Collateral Agreement, First Lien Guarantee and Collateral Agreement (Jda Software Group Inc)
Pledge. As security for the payment in full in cash or performance, as the case may be, in full of its Obligations, each Pledgor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule III) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i)(Ai) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) Pledgor to the extent the pledge of any such Equity Interests would cause more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Companyto be pledged hereunder, (ii) to the extent applicable law requires that a Subsidiary subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Closing Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests, or (iv) any Equity Interests of a person that is not directly or indirectly a Subsidiary, as to which Article IV shall apply; (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule III, (ii) any debt securities in the future issued to such Pledgor Pledgor, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations and debt securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (ed) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 2 contracts
Samples: Fixed Asset Revolving Facility Guarantee And (Quality Distribution Inc), Current Asset Revolving Facility Guarantee And (Quality Distribution Inc)
Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, including the Note Guarantees, each Pledgor Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under and whether now or hereafter existing or arising (ai) the Equity Interests directly owned all Capital Stock held by it (including those in the Issuer and any Wholly Owned Restricted Subsidiary, including, without limitation, the Capital Stock listed on Schedule I) I and any other Equity Interests Capital Stock in any Wholly Owned Restricted Subsidiary obtained in the future by such Pledgor Grantor and any the certificates (if any) representing all such Equity Interests Capital Stock (collectively, the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i)(AA) more than Capital Stock of any Unrestricted Subsidiary or any Immaterial Subsidiary, (B) Capital Stock of any Subsidiary acquired pursuant to an acquisition permitted under the Covered Documents and financed with Indebtedness incurred in compliance with the terms of the Covered Documents if such Capital Stock are pledged and/or mortgaged as security for such Indebtedness and if and for so long as the terms of such Indebtedness prohibit the creation of any other Lien on such Capital Stock, (C) Capital Stock held by it in any Wholly Owned Foreign Subsidiary or Domestic Foreign Holding Company (not otherwise excluded from the Pledged Equity), in excess of 65% of the issued and outstanding voting Equity Interests Capital Stock of any “first tier” each such Wholly Owned Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any or Domestic Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (iiD) to the extent applicable law requires that a Capital Stock of any Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or Facility Agent and the Issuer have determined in their reasonable judgment and agreed (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A as confirmed in writing by the Issuer to the Credit AgreementCollateral Agent) to that the extent that, as costs of the Second Restatement Effective Date, and for so long as, such providing a pledge of such Equity Interests would violate Capital Stock or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties therefrom and (E) any Capital Stock the pledge of which is prohibited by applicable law or an enforceable contractual obligation binding on or relating Laws (the Capital Stock referred to such Equity Interestsin clauses (A) through (E) above being collectively referred to as “Excluded Equity”); (b)(iii) (A) the debt obligations securities owned by it including, without limitation, the debt securities listed opposite the name of such Pledgor Grantor on Schedule I, (iiB) any debt securities obtained in the future issued to by such Pledgor Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the debt securities referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Collateral Agent in accordance with this Agreement or the other Covered Documents; (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii) and (ciii) above; and (evi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”); provided that in no event shall the Pledged Collateral include any Existing Notes Restricted Property to the extent the grant of a security interest therein pursuant to the Collateral Documents to secure the Obligations and/or the Guarantees would create an obligation to xxxxx x Xxxx therein to secure any Existing Notes. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 2 contracts
Samples: Second Lien Security Agreement, Second Lien Security Agreement (Heinz H J Co)
Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, each Pledgor of the Grantors hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (aa)(i) the Equity Interests directly owned by it such Grantor on the date hereof (including those all such Equity Interests listed on Schedule III), (ii) and any other Equity Interests obtained in the future by such Pledgor Grantor and any (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided provided, however, that the Pledged Stock shall not include the following (i)(Acollectively, the “Excluded Pledged Stock”): (A) more than 6566% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, any Domestic Subsidiary which is treated as a Foreign Subsidiary for United States federal income tax purposes, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (iiB) to the extent applicable law requires that a any Equity Interest in any Not for Profit Subsidiary, Immaterial Subsidiary, Unrestricted Subsidiary, special purpose receivables or securitization Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar sharesMargin Stock, (iiiC) Equity Interests, the pledge of which is prohibited by applicable law, rule or regulation, or which would require governmental (including regulatory) consent, approval, license or authorization to be pledged (unless such consent, approval, license or authorization has been received), (D) any Equity Interests in joint ventures or any non-wholly owned Subsidiaries, but only to the extent that any applicable organizational documents, joint venture agreements, shareholder agreements or other agreements with other equity holders do not permit or otherwise restrict the pledge of such Equity Interest, (E) any Equity Interest to the extent a pledge thereof could reasonably be expected to result in material adverse tax consequences to Holdings and its Restricted Subsidiaries as determined in good faith by Holdings in consultation with the Applicable Collateral Agent, or (F) any Equity Interest with respect to which Holdings and the Applicable Collateral Agent reasonably agree, in writing, that the cost or other consequence of obtaining a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, interest or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A perfection thereof are excessive in relation to the Credit Agreement) to the extent that, as of the Second Restatement Effective Datecollateral value afforded thereby, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests; (b)(i) the debt obligations securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Pledgor Grantor on Schedule III), (ii) any debt securities in the future issued to such Pledgor Grantor and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Collateral Agent (or its bailee) pursuant to the terms of this Section 3.01, (d) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property items referred to in clauses (a) and (b) above; , (de) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (ef) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”” subject to the exclusions set forth in Section 4.01(d) below). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 2 contracts
Samples: Security Agreement (Houghton Mifflin Harcourt Co), Security Agreement (Houghton Mifflin Harcourt Co)
Pledge. As security for the payment or performanceperformance when due (whether at stated maturity, by acceleration or otherwise), as the case may be, in full of its Obligations, each Pledgor hereby assigns and pledges to the Administrative Agent, Collateral Agent and its successors and permitted assigns, assigns for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule III) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i)(Ai) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, Pledgor or (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding CompanyForeign Subsidiary, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant the Collateral and Guarantee Requirement or any provision of security is Section 6.10 of the ABL Credit Agreement need not required be satisfied by reason of Section 5.10(g6.10(g) of the ABL Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Closing Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule III, (ii) any debt securities obligations now or in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities obligations (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, Collateral Agent and its successors and permitted assigns, assigns for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 2 contracts
Samples: Credit Agreement (Noranda Aluminum Holding CORP), Guarantee and Collateral Agreement (Noranda Aluminum Holding CORP)
Pledge. As Subject to the last paragraph of Section 4.01(a), as security for the payment or performance, as the case may be, in full of its Loan Obligations, each Pledgor Grantor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under (ai) the Equity Interests directly owned by it (including those listed on Schedule I) and any other Equity Interests obtained in the future by such Pledgor Grantor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i)(AA) (I) more than 65% of the issued and outstanding voting Equity Interests of in any “first tier” Wholly Owned Foreign Subsidiary directly owned by such PledgorGrantor, (BII) more than 65% of the issued and outstanding voting Equity Interests of in any “first tier” Qualified CFC Holding Company directly owned by such PledgorGrantor, (CIII) any issued and outstanding Equity Interest of in any Foreign Subsidiary that is not a “first tier tier” Foreign Subsidiary, or (DIV) any issued and outstanding Equity Interests of in any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (iiB) to the extent applicable law requires that a Subsidiary subsidiary of such Pledgor Grantor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iiiC) any Equity Interests with respect to which a grant the Collateral and Guarantee Requirement or the other paragraphs of security is Section 5.09 of the Term Loan Agreement need not required be satisfied by reason of Section 5.10(g5.09(g) of the Credit Term Loan Agreement, or (ivD) any Equity Interests of in a person that is not directly or indirectly a Subsidiary or is listed on Schedule V hereto, (which E) any Equity Interests in any Insurance Subsidiary is set forth or any entity listed on Schedule 1.01A to the Credit AgreementTerm Loan Agreement or (F) to the extent that, as of the Second Restatement Effective Date, and for so long as, such a pledge of such any Equity Interests would violate applicable law in any Immaterial Subsidiary or an enforceable contractual obligation binding on or relating to such Equity InterestsUnrestricted Subsidiary; (b)(iii) (A) the debt obligations listed opposite the name of such Pledgor Grantor on Schedule I, (iiB) any debt securities obligations in the future issued to such Pledgor Grantor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (iiiC) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities obligations (the “Pledged Debt Securities” and, together with the property described in clauses (ii)(A) and (B) above, the “Pledged Debt”); (ciii) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, of the property referred to in clauses (a) Pledged Stock and (b) abovethe Pledged Debt; (div) subject to Section 3.05 hereof, all rights and privileges of such Pledgor Grantor with respect to the securities Pledged Stock, Pledged Debt and other property referred to in clauses clause (a), (b) and (ciii) above; and (ev) all proceeds of any of the foregoing (the items Pledged Stock, Pledged Debt and other property referred to in clauses (aiii) through (ev) above being collectively referred to as the “Pledged Collateral”). The Administrative Agent agrees to execute an amendment to this Section 3.01 (if necessary) to exclude from the Pledged Stock any Equity Interest which would be so excluded by the operation of clause (vii) or (viii) of Section 5.09(g) of the Term Loan Agreement. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Realogy Group LLC), Guarantee and Collateral Agreement (Realogy Group LLC)
Pledge. As security for the payment or performance, as the case may be, in full of its Obligations, each Pledgor Guarantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such PledgorGuarantor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it on the Effective Date (including those which shall be listed on Schedule III) and any other Equity Interests obtained in the future by such Pledgor Guarantor and any certificates representing all such Equity Interests (all such Equity Interests and certificates referred to collectively as the “Pledged Stock”); provided that the Pledged Stock shall not include (i)(Ai) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor Guarantor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant the Collateral and Guarantee Requirement or the other paragraphs of security is Section 5.10 of the Credit Agreement need not required be satisfied by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable a contractual obligation binding on or relating to such Equity Interests, (v) any Equity Interests of a Subsidiary of a Guarantor acquired after the Effective Date if, and to the extent that, and for so long as, (A) a pledge of such Equity Interests would violate applicable law or any contractual obligation binding upon such Subsidiary and (B) such law or obligation existed at the time of the acquisition thereof and was not created or made binding upon such Subsidiary in contemplation of or in connection with the acquisition of such Subsidiary (provided that the foregoing clause (B) shall not apply in the case of a joint venture, including a joint venture that is a Subsidiary); provided that such each Guarantor shall use its commercially reasonable efforts to avoid any such restrictions classified in this clause (v) or (vi) any Equity Interests of a Person that is not directly or indirectly a Subsidiary; (b)(i) the debt obligations securities listed opposite the name of such Pledgor Guarantor on Schedule III, (ii) to the extent required by Section 3.02(b), any debt securities in the future issued to to, or acquired by, such Pledgor Guarantor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities owed to any Guarantor (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor Guarantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Samples: Credit Agreement (Celanese CORP)
Pledge. (a) As security for the payment or performance, as the case may be, in full of its the Obligations, including the Holdings Guaranty and the Subsidiary Guaranty, each Pledgor Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under (ai) the all Equity Interests directly owned held by it (including those and listed on Schedule I) II and any other Equity Interests obtained in the future by such Pledgor Grantor and any the certificates (if any) representing all such Equity Interests (the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i)(AA) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by (other than with respect to the issued and outstanding Equity Interests of PUG, all of which shall be pledged to the Collateral Agent hereunder, provided that such Pledgorpledge could not reasonably be expected to (a) cause the undistributed earnings of PUG as determined for United States federal income tax purposes to be treated as a deemed dividend to PUG’s United States parent or (b) cause any material adverse tax consequences (in which case, with respect to clause (Ba) or clause (b), the Pledged Equity shall not include more than 65% of the issued and outstanding voting Equity Interests of PUG)), (B) Equity Interests of Unrestricted Subsidiaries, (C) Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such PledgorSubsidiary of a Foreign Subsidiary, (CD) any issued and outstanding Equity Interest Interests of any Foreign Subsidiary Person that is not a first tier Foreign direct or indirect, wholly owned Subsidiary of the Borrower, unless otherwise permitted by the terms of such Subsidiary, ’s organizational or joint venture documents and (DE) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(gthe Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Date, and for so long as, such providing a pledge of such its Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating is excessive in view of the benefits to such Equity Interestsbe obtained by the Lenders (collectively, the “Excluded Securities”); (b)(iii)(A) the debt obligations securities owned by it and listed opposite the name of such Pledgor Grantor on Schedule III, (iiB) any debt securities obtained in the future issued to by such Pledgor Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01(a); (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (evi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the applicable Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, each Pledgor hereby (except in the case of Pledged ULC Shares) assigns and (in all cases) pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those which such Equity Interests constituting Pledged Stock shall be listed on Schedule III) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”)Interests; provided that the Pledged Stock shall not include (i)(Ai) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests which pledge, except in the case of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Companypledge of Pledged ULC Shares, shall be duly noted on the share register, if any, of such Foreign Subsidiary, (ii) any Equity Interests not required to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar sharesbe pledged as security for Senior Lender Claims, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Datedate hereof, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable a contractual obligation binding on or relating to such Equity Interests; , or (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule I, (iiiv) any debt securities in Equity Interests of any Indenture Restricted Subsidiary owned by the future issued Parent or any Indenture Restricted Subsidiary (the Equity Interests pledged pursuant to such Pledgor and this clause (iii) the certificatesa), promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt SecuritiesStock”); (c) subject to Section 3.05 hereofprovided, all payments of principal or interestfurther, dividendsthat, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor than with respect to the securities Hexion Canada Entities, (x) shares of capital stock and other property referred Equity Interests will constitute Pledged Stock only to the extent that such capital stock and other Equity Interests can secure the Notes without Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act (“Rule 3-10” and “Rule 3-16,” respectively) (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the SEC (or any other governmental agency); (y) in clauses the event that either Rule 3-10 or Rule 3-16 requires or is amended, modified or interpreted by the SEC to require (a)or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (bor any other governmental agency) and (c) aboveof separate financial statements of any Subsidiary due to the fact that such Subsidiary’s capital stock or other Equity Interests constitute Pledged Stock, then such capital stock or other Equity Interests shall automatically be deemed not to be Pledged Stock, but only to the extent necessary to not be subject to such requirement; and (ez) all proceeds of in the event that either Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any of the foregoing (the items referred to in clauses (aother law, rule or regulation is adopted, which would permit) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.such capital stock or
Appears in 1 contract
Samples: Collateral Agreement (Hexion Specialty Chemicals, Inc.)
Pledge. As security for the payment or performance, as the case may be, in full of its Obligations, each Pledgor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule III) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i)(Ai) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier tier” Foreign Subsidiary, or and (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Closing Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests, or (iv) any Equity Interests of a person that is not directly or indirectly a Subsidiary, as to which Article 4 shall apply; (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule III, (ii) any debt securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (ec) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Verso Quinnesec REP Holding Inc.)
Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, each Pledgor Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s Grantor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests directly owned by it (including those and listed on Schedule I) II and any other Equity Interests obtained in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (the “"Pledged Stock”"); ------------- provided that the Pledged Stock shall not include (i)(Ai) more than 65% of the -------- issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of to the issued and outstanding voting Equity Interests extent the pledge of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Companygreater percentage would result in adverse tax consequences to Parent, (ii) to the extent applicable law requires that a Subsidiary subsidiary of such Pledgor Grantor issue directors’ ' qualifying shares, such qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with received by Denny's Holdings in respect to which a grant of security is not required by reason shares of Section 5.10(g) Series A Cumulative Convertible Preferred Stock of the Credit AgreementSimeus Holdings, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) Inc. to the extent that, thax xx xhe date such Equity Interests are received the Equity Rights Agreement entered into as of August 30, 2001, by and among Simeus Holdings, Inc. and Denny's Holdixxx xxstricts the Second Restatement Effective Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity InterestsInterest; (b)(i) the debt obligations securities listed opposite the name of such Pledgor Grantor on Schedule III, (ii) any debt securities in the future issued to such Pledgor Grantor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “"Pledged Debt Securities”"); (c) all other property ----------------------- that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property s ecurities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (de) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “"Pledged Collateral”"). ------- ---------- TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the ---------------- terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the payment or performance, as the case may be, in full of its Obligationsthe Pari Passu Obligations (other than, in the case of any Pari Passu Obligations of ParentUDW, any assignment or pledge of the Pledged Collateral of the Borrower Subsidiary Grantors), each Pledgor Grantor hereby assigns and pledges to the Administrative Pari Passu Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Pari Passu Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such Pledgor’s Grantor's right, title and interest in, to and under (aa)(i) the shares of capital stock and other Equity Interests directly of the Borrower (prior to the consummation of a Qualified DOV MLP IPO), Xxxxx, and each other Borrower Subsidiary Guarantor now owned or at any time hereafter acquired by it (such Grantor, including those listed set forth opposite the name of such Grantor on Schedule III, and (ii) all certificates and any other Equity Interests obtained in the future by such Pledgor and any certificates instruments representing all such Equity Interests (collectively, the “"Pledged Stock”Equity Interests"); provided that that, to the Pledged Stock shall not include (i)(A) more than 65% extent the pledge of the issued and outstanding voting Equity Interests of any “first tier” Foreign the Borrower (prior to the consummation of a Qualified DOV MLP IPO), Xxxxx and each other Borrower Subsidiary directly owned by such Pledgor, Guarantor pursuant to this clause (Ba) more than 65% does not result in the pledge of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any all issued and outstanding Equity Interests of the Borrower (prior to the consummation of a Qualified DOV MLP IPO), Xxxxx and such other Borrower Subsidiary Guarantors, the Parent and the Borrower Subsidiary Grantors shall take any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Companysteps necessary to cause any such remaining Equity Interests to be pledged hereunder; (b) in the case of each Borrower Subsidiary Grantor, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests; (b)(ii) the debt obligations securities now owned or at any time hereafter acquired by such Borrower Subsidiary Grantor, including those listed opposite the name of such Pledgor Borrower Subsidiary Grantor on Schedule III, and (ii) any debt securities in the future issued to such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing all such debt securities (collectively, the “"Pledged Debt Securities”"); (c) in the case of each Borrower Subsidiary Grantor, all other property that may be delivered to and held by the Pari Passu Collateral Agent pursuant to the terms of Section 2.02; (d) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; (de) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “"Pledged Collateral”"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, each Pledgor Grantor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest in in, whether now owned or hereafter acquired, all of such PledgorGrantor’s right, title and interest in, to and under (a) the (i) all Equity Interests directly owned held by it and (including those listed on Schedule Iii) and any other Equity Interests obtained in the future by such Pledgor Grantor and, in each case, the certificates, instruments and any certificates agreements representing all such Equity Interests (the foregoing clauses (i) and (ii) collectively, the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i)(AA) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” (x) each Restricted Subsidiary that is a Material Foreign Subsidiary that is directly owned by the Parent Borrower, the Co-Borrower or by any Subsidiary Guarantor (provided, that in the case of Par Formulations Private Limited, such Pledgor, (B) more than 65security interest shall be limited to approximately 64.9% of the issued and outstanding voting Equity Interests of such Restricted Subsidiary) and (y) each Restricted Subsidiary that is a Material Domestic Subsidiary that is directly owned by the Parent Borrower, the Co-Borrower or by any Subsidiary Guarantor and that is treated as a disregarded entity for United States Federal income tax purposes and substantially all of the assets of which consist of Equity Interests and/or Indebtedness of one or more Foreign Subsidiaries that are CFCs and any other assets incidental thereto, (B) Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such PledgorPerson other than Material Subsidiaries, (C) Equity Interests of any issued and outstanding Person (other than a wholly-owned Restricted Subsidiary), to the extent (x) not permitted or restricted by the terms of such Person’s Organization Documents or joint venture documents or other agreements with holders of such Equity Interests (other than any such agreement where all of the equity holders party thereto are Loan Parties) or (y) the pledge of such Equity Interest (including any exercise of remedies) would result in a change of control, repurchase obligation or other adverse consequence to any Foreign Subsidiary that is not a first tier Foreign of the Loan Parties or such Restricted Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding CompanyInterest if, (ii) to the extent applicable law requires that a Subsidiary and for so long as the pledge of such Pledgor issue directors’ qualifying shares Equity Interest hereunder (x) is prohibited by any applicable Law (other than to the extent that any such prohibition would be rendered ineffective pursuant to the UCC or similar sharesany other applicable Law) or (y) would violate the terms of any written agreement, license or lease with respect to such shares asset or nominee would require consent, approval, license or authorization (in each case, after giving effect to the relevant provisions of the UCC or other applicable Laws) or would give rise to a termination right pursuant to any “change of control” or other similar sharesprovision under such written agreement, license or lease (except to the extent such provision is overridden by the UCC or other applicable Laws), in each case, (iiia) excluding any Equity Interests with respect such written agreement that relates to which a grant of Credit Agreement Refinancing Indebtedness and (b) only to the extent that such limitation on such pledge or security interest is not required by reason of otherwise permitted under Section 5.10(g) 7.09 of the Credit Agreement, (E) any Equity Interest that the Administrative Agent shall have reasonably determined, in consultation with the Parent Borrower, to treat as an Excluded Equity Interest for purposes hereof because the cost of pledging or perfecting such Equity Interest hereunder outweighs the practical benefits to be obtained by the Secured Parties therefrom, (ivF) any Equity Interest the pledge of which would result in a material adverse tax consequence to Holdings, the Parent Borrower or any of its Subsidiaries, as reasonably determined by the Parent Borrower in consultation with the Administrative Agent, (G) any Equity Interests of a any Securitization Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as prohibited by the terms of any Qualified Securitization Financing (after giving effect to the relevant provisions of the Second Restatement Effective DateUCC or other applicable Laws), (H) any Margin Stock and for so long as, such a pledge of such (I) any other Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating that constitute Excluded Assets (any Equity Interests excluded pursuant to such clauses (A) through (I) above, the “Excluded Equity Interests”; provided, however, that Excluded Equity Interests shall not include any Proceeds, substitutions or replacements of any Excluded Equity Interests referred to in the foregoing clauses (A) through (I) (unless such Proceeds, substitutions or replacements would independently constitute Excluded Equity Interests referred to in the foregoing clauses (A) through (I) )); (b)(i) the debt obligations Promissory Notes and any Instruments evidencing Indebtedness for borrowed money owned by it as of the date hereof (including those listed opposite the name of such Pledgor Grantor on Schedule I, 5 to the Perfection Certificate) and (ii) any debt securities Promissory Notes and Instruments evidencing Indebtedness for borrowed money obtained in the future issued to by such Pledgor Grantor (the foregoing clauses (i) and (iiiii) the certificatescollectively, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt SecuritiesDebt”); (c) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time that may be delivered to time received, receivable or otherwise distributed in respect of, in exchange for or upon and held by the conversion of, and all other proceeds received in respect of, Administrative Agent pursuant to the property referred to in clauses (a) and (b) aboveterms of this Section 2.01; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.to
Appears in 1 contract
Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, each Pledgor Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (ai) the all Equity Interests directly owned held by it (including those and listed on Schedule I) II and any other Equity Interests obtained in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (the “Pledged StockEquity”); provided that pledges of voting Equity Interests of each Foreign Subsidiary (including each Foreign Subsidiary held by a Canadian Subsidiary Guarantor) shall be limited to 65% of the total combined voting power of all Equity Interests of such Foreign Subsidiary at any time; provided further that in the case of Canadian Subsidiary Guarantor that owns Equity Interests in a Foreign Subsidiary, the pledge of voting Equity Interests of such Canadian Subsidiary Guarantor shall be limited to 65% of the total combined voting power of all Equity Interests of such Canadian Subsidiary Guarantor (or, if such Canadian Subsidiary Guarantor is an unlimited liability company, such lesser percentage as is acceptable to the Collateral Agent); and provided that the Pledged Stock Equity shall not include (i)(AA) more than 65% Equity Interests of Unrestricted Subsidiaries (until such time as any Unrestricted Subsidiary becomes a Restricted Subsidiary in accordance with the issued Credit Agreement, at which time, and outstanding voting without further action, this clause (A) shall no longer apply to the Equity Interests of such Subsidiary), (B) Equity Interests of any “first tier” Subsidiary of a Foreign Subsidiary directly owned by such PledgorSubsidiary, (BC) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not acquired pursuant to a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) Permitted Acquisition financed with Indebtedness incurred pursuant to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g7.03(b)(xix) of the Credit Agreement, or (ivD) any Equity Interests of a Person that is not a direct or indirect, wholly owned Subsidiary of the Borrower (E) any Margin Stock owned by such Grantor, and (F) specifically identified Equity Interests of any Subsidiary with respect to which Subsidiary is set forth on Schedule 1.01A the Administrative Agent has confirmed in writing to the Credit AgreementBorrower its determination that the costs or other consequences (including adverse tax consequences) to the extent that, as of the Second Restatement Effective Date, and for so long as, such providing a pledge of such its Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating is excessive in view of the benefits to such Equity Interestsbe obtained by the Lenders; (b)(iii)(A) the debt obligations promissory notes and any instruments evidencing indebtedness owned by it and listed opposite the name of such Pledgor Grantor on Schedule I, II and (iiB) any debt securities promissory notes and instruments evidencing indebtedness obtained in the future issued to by such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities Grantor (the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (evi) all proceeds of Proceeds of, and Security Entitlements in, any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the applicable Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, including each Pledgor Guaranty, each Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (ai) the all Equity Interests directly owned held by it (including those and listed on Schedule I) I and any other Equity Interests obtained in the future by such Pledgor Grantor and any certificates the certificates, if any, representing all such Equity Interests (the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i)(AA) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Material Foreign Subsidiary directly owned by such Pledgorthat is a direct or indirect Subsidiary of Holdings, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Material Foreign Subsidiary, or (DC) any issued and outstanding Equity Interests of any Qualified CFC Holding Company Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(h) of the Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person that is not a “first tier” Qualified CFC Holding Companyan indirect, wholly owned Subsidiary of Holdings, (iiH) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests of any Subsidiary with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A Administrative Agent has confirmed in writing to the Credit Agreement) to Borrower its determination that the extent that, as costs of the Second Restatement Effective Date, and for so long as, such providing a pledge of such its Equity Interests would violate applicable or perfection thereof is excessive in view of the benefits to be obtained by the Lenders and (I) pledges prohibited by law or an enforceable contractual obligation binding on or relating to such Equity Interestsby agreements containing anti-assignment clauses not overridden by applicable law; (b)(iii) (A) the debt obligations securities owned by it and listed opposite the name of such Pledgor Grantor on Schedule I, (iiB) any debt securities obtained in the future issued to by such Pledgor Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Collateral Agent; (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (evi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, each Pledgor Grantor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under (a) (i) the Equity Interests directly owned by it (including those as of the Restatement Effective Date and listed opposite the name of such Grantor on Schedule III, (ii) and any other Equity Interests obtained in the future by such Pledgor Grantor and any (iii) the certificates representing all such Equity Interests (the “Pledged Stock”); , provided that the Pledged Stock shall not include (i)(A) more than 65% (or such greater percentage that, due to a change in applicable law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s U.S. parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding voting Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2) or any “first tier” Foreign Subsidiary directly owned by such Pledgor, (Bsuccessor regulation) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests; (b)(i) the debt obligations securities owned by it as of the Restatement Effective Date and listed opposite the name of such Pledgor Grantor on Schedule III, (ii) any debt securities in the future issued to such Pledgor Grantor and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01, (d) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; , (de) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (ef) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Samples: Domestic Security Agreement (Indalex Holdings Finance Inc)
Pledge. (a) As security for the payment or performance, as the case may be, in full of its the Credit Agreement Obligations, including the U.S. Guarantees, each Pledgor Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Credit Agreement Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Credit Agreement Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (ai) to the extent that it does not give rise to additional subsidiary reporting requirements under Rule 3-16 of Regulation S-X promulgated under the Exchange Act, all Equity Interests directly owned held by it (including those and listed on Schedule I) II and any other Equity Interests obtained in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (the “U.S. Pledged StockEquity”); provided that the U.S. Pledged Stock Equity shall not include (i)(AA) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such PledgorSubsidiary, (B) more than 65% Equity Interests of the issued and outstanding voting Unrestricted Subsidiaries, (C) Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest Subsidiary of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not Subsidiary acquired pursuant to a “first tier” Qualified CFC Holding Company, (ii) Permitted Acquisition financed with Indebtedness incurred pursuant to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g7.03(g) of the Credit Agreement, or (ivE) any Equity Interests of any Person that is not a direct or indirect, wholly owned Subsidiary of the Company and (F) Equity Interests of any Subsidiary with respect to which Subsidiary is set forth on Schedule 1.01A the Administrative Agent has confirmed in writing to the Credit AgreementCompany its determination that the costs or other consequences (including adverse tax consequences) to the extent that, as of the Second Restatement Effective Date, and for so long as, such providing a pledge of such its Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating is excessive in view of the benefits to such Equity Interestsbe obtained by the Lenders; (b)(iii)(A) the debt obligations securities owned by it and listed opposite the name of such Pledgor Grantor on Schedule III, (iiB) any debt securities obtained in the future issued to by such Pledgor Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “U.S. Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01(a); (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (evi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “U.S. Pledged Collateral”). TO HAVE AND TO HOLD ; provided that in no event shall the U.S. Pledged Collateral include any Pari Passu Collateral (including any Shared Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth).
Appears in 1 contract
Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, including the Guaranty, each Pledgor Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under and whether now or hereafter existing or arising (ai) all Equity Interests held by it in each of its Wholly-Owned Subsidiaries, including, without limitation, the Equity Interests directly owned by it (including those listed on Schedule I) I and any other Equity Interests in any Wholly-Owned Subsidiary obtained in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (collectively, the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i)(AA) more than Equity Interests of any Unrestricted Subsidiary, (B) Equity Interests of any De Minimis Foreign Subsidiary, (C) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(h) of the Credit Agreement if such Equity Interests are pledged as security for such Indebtedness and if and for so long as the terms of such Indebtedness prohibit the creation of any other Lien on such Equity Interests, (D) Equity Interests in excess of 65% of the issued and outstanding voting Equity Interests of any “first tier” each Wholly-Owned Foreign Subsidiary (not otherwise excluded from the Pledged Equity) directly owned held by such Pledgorthe Borrower or any Subsidiary Guarantor, (BE) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant the Administrative Agent and the Borrower have determined in their reasonable judgment and agreed in writing that the costs of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Date, and for so long as, such providing a pledge of such Equity Interests would violate or perfection thereof is excessive in view of the benefits to be obtained by the Lenders therefrom and (F) any assets the pledge of which is prohibited by applicable law or an enforceable contractual obligation binding on or relating to such Equity InterestsLaws; (b)(iii) (A) the debt obligations securities owned by it including, without limitation, the debt securities listed opposite the name of such Pledgor Grantor on Schedule I, (iiB) any debt securities obtained in the future issued to by such Pledgor Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the debt securities referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Collateral Agent; (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii) and (ciii) above; and (evi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (ev) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, including obligations under the Guarantee Agreement, each Pledgor Grantor hereby collaterally assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under and whether now or hereafter existing or arising (ai) the all Equity Interests directly owned or otherwise held by it (including those in each of its Subsidiaries listed on Schedule I) I and any other Equity Interests in any Subsidiary of the Borrower obtained in after the future date of this Agreement by such Pledgor Grantor and any the certificates representing all such Equity Interests (collectively, the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i)(AA) more than 65% of the issued and outstanding voting Equity Interests of in any “first tier” Foreign Subsidiary that is directly or indirectly owned by such Pledgora CFC, (B) more than 65% of the issued and outstanding voting Voting Interests of each Subsidiary that is a CFC, (C) Equity Interests in any Person (other than Wholly Owned Subsidiaries) to the extent not permitted to be pledged by the terms of such Person’s organizational or joint venture documents and (D) Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Domestic Subsidiary that whose only asset is not a first tier Foreign Subsidiary, or (D) any issued and outstanding the Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, in Foreign Subsidiaries; (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iiiA) any Equity Interests with respect to which a grant of security is not required all debt securities owned by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Date, it and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests; (b)(i) the debt obligations listed opposite the name of such Pledgor Grantor on Schedule I, (iiB) any debt securities in obtained after the future issued to date of this Agreement by such Pledgor Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the debt securities referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt SecuritiesDebt”); provided that the Pledged Debt shall exclude intercompany Indebtedness owed by any Subsidiary that is a CFC or is directly or indirectly owned by a CFC solely to the extent a pledge thereof could reasonably be expected to result in material adverse tax consequences; (ciii) all other property that is delivered to and held by the Administrative Agent in accordance with the Collateral and Guarantee Requirement; (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii) and (ciii) above; and (evi) all proceeds of any of the foregoing (the items referred to in clauses (ai) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.through
Appears in 1 contract
Samples: Intellectual Property Security Agreement (Lmi Aerospace Inc)
Pledge. As security for the payment or performance, as the case may be, in full of its the Guaranteed Obligations, each Pledgor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests of any Material Subsidiary directly owned by it (including those listed on Schedule I) as of the Closing Date and any other Equity Interests obtained of any Material Subsidiary directly owned in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i)(Ai) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (Bx) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (Dy) any issued and outstanding Domestic Subsidiary substantially all of whose assets consist of the Equity Interests in “controlled foreign corporations” under Section 957 of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Companythe Code, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a any Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable a contractual obligation binding on the issuer or relating to holder of such Equity InterestsInterests and (iii) any Equity Interests of any Subsidiary acquired after the Closing Date if, and to the extent that, and for so long as (A) pledging such Equity Interests would violate applicable law or a contractual obligation binding on the issuer or holder of such Equity Interests and (B) such obligation existed at the time of the acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Subsidiary, provided that the foregoing clause (B) shall not apply in the case of a joint venture, including a joint venture that is a Subsidiary; provided that, upon the reasonable request of the Collateral Agent, the applicable Borrower shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in clauses (ii) and (iii) above, other than those set forth in a joint venture agreement to which Holdings or any Subsidiary is a party; provided further, that Pledged Stock shall include the interests listed on Schedule II; (b)(i) the debt obligations listed opposite securities for borrowed money having an aggregate principal amount in excess of $10.0 million (other than intercompany current liabilities incurred in the name ordinary course of such Pledgor on Schedule Ibusiness, “Material Pledged Debt Securities”), (ii) any debt securities Material Pledged Debt Securities in the future issued to such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities Material Pledged Debt Securities (the “Pledged Debt Securities”); provided, that the Pledged Debt Securities shall include the debt securities listed on Schedule II; (c) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Samples: Credit Agreement (Dresser Inc)
Pledge. As security for the payment or performance, as the case may be, in full of its Obligations, the Indenture Obligations each Pledgor Grantor hereby collaterally assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Notes Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Notes Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under and whether now or hereafter existing or arising (ai) the all Equity Interests directly owned or otherwise held by it (including those in each of its Subsidiaries listed on Schedule I) I and any other Equity Interests in any Subsidiary of the Company obtained in after the future date of this Agreement by such Pledgor Grantor and any the certificates representing all such Equity Interests (collectively, the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i)(AA) more than 65% of the issued and outstanding voting Equity Interests of in any “first tier” Foreign Subsidiary that is directly or indirectly owned by such Pledgora CFC, (B) more than 65% of the issued and outstanding voting Voting Stock of each Subsidiary that is a CFC, (C) Equity Interests in any Person (other than Wholly-Owned Subsidiaries) to the extent not permitted to be pledged by the terms of such Person’s organizational or joint venture documents, (D) Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, Domestic Subsidiary whose only asset is the Equity Interests in Foreign Subsidiaries and (CE) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding the Equity Interests of any Qualified CFC Holding Company Grantor to the extent that is Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the SEC of separate financial statements of such Grantor, which financial statements are not a “first tier” Qualified CFC Holding Company, then otherwise required to be filed with the SEC but only to the extent such separate financial statements of such Grantor have not been so filed with the SEC; (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iiiA) any Equity Interests with respect to which a grant of security is not required all debt securities owned by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Date, it and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests; (b)(i) the debt obligations listed opposite the name of such Pledgor Grantor on Schedule I, (iiB) any debt securities in obtained after the future issued to date of this Agreement by such Pledgor Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the debt securities referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt SecuritiesDebt”); provided that the Pledged Debt shall exclude intercompany Indebtedness owed by any Subsidiary that is a CFC or is directly or indirectly owned by a CFC solely to the extent a pledge thereof could reasonably be expected to result in material adverse tax consequences; (ciii) all other property that is delivered to and held by the First Priority Agent in accordance with the Collateral and Guarantee Requirement (as defined in the Credit Agreement); (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii) and (ciii) above; and (evi) all proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”); provided that the Pledged Collateral shall exclude (A) any assets the pledge of which is prohibited by law or by agreements containing anti-assignment clauses not overridden by the Uniform Commercial Code or other applicable Law and (B) any intellectual property and related assets subject to the Intellectual Property Security Agreement (it being understood and agreed that such intellectual property and related assets shall otherwise constitute Collateral). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Notes Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. The grant of a security interest in the Pledged Collateral by each Grantor under this Agreement secures the payment of all Indenture Obligations of such Grantor now or hereafter existing under, or in respect of, the Indenture Documents, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Indenture Obligations and that would be owed by such Grantor to any Notes Secured Party under the Indenture Documents but for the fact that such Indenture Obligations are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving a Grantor.
Appears in 1 contract
Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, each Pledgor hereby (except in the case of Pledged ULC Shares) assigns and (in all cases) pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those which Equity Interests constituting Pledged Stock shall be listed on Schedule III) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”)Interests; provided that the Pledged Stock shall not include (i)(Ai) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests which pledge, except in the case of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Companypledge of Pledged ULC Shares, shall be duly noted on the share register, if any, of such Foreign Subsidiary, (ii) any Equity Interests not required to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar sharesbe pledged as security for Senior Lender Claims, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) of Parent to the extent that, as of the Second Restatement Effective Datedate hereof, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable a contractual obligation binding on or relating to such Equity Interests, or (iv) any Equity Interests of any Indenture Restricted Subsidiary owned by Parent or any Indenture Restricted Subsidiary (the Equity Interests pledged pursuant to this clause (a), the “Pledged Stock”) provided, further, that, other than with respect to the Hexion Canada Entities, (x) shares of capital stock and other Equity Interests will constitute Pledged Stock only to the extent that such capital stock and other Equity Interests can secure the Notes without Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act (“Rule 3-10” and “Rule 3-16,” respectively) (or any other law, rule or regulation) requiring separate financial statements of the issuer thereof to be filed with the SEC (or any other governmental agency); (y) in the event that either Rule 3-10 or Rule 3-16 requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary of Parent due to the fact that such Person’s capital stock or other Equity Interests constitute Pledged Stock, then such capital stock or other Equity Interests shall automatically be deemed not to be Pledged Stock, but only to the extent necessary to not be subject to such requirement; and (z) in the event that either Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such capital stock or other Equity Interests to constitute Pledged Stock without the filing with the SEC (or any other governmental agency) of separate financial statements of such Person, then such capital stock and other Equity Interests shall automatically be deemed to be Pledged Stock but only to the extent necessary to not be subject to any such financial statement requirement; (b)(i) the debt obligations securities currently issued to any Pledgor (which debt securities constituting Pledged Debt Securities shall be listed opposite the name of such Pledgor on Schedule III), (ii) any debt securities in the future issued to such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities; provided that the Pledged Debt Securities shall not include debt securities (A) issued by any Indenture Restricted Subsidiary to Parent or any Indenture Restricted Subsidiary or (B) issued by any Foreign Subsidiary to Parent or a Domestic Subsidiary, in the case of this clause (B), for so long as the pledge of such Indebtedness would be deemed an incurrence of Indebtedness under any of the Existing Notes Documents or Indenture Documents or (C) that are not required to be pledged as security for Senior Lender Claims (the debt securities pledged pursuant to this clause (b), the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Samples: Collateral Agreement (Hexion Specialty Chemicals, Inc.)
Pledge. As Subject to the immediately following paragraph, as security for the payment or performance, as the case may be, in full of its Obligationsthe Noteholder Claims, each Pledgor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Indenture Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Indenture Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule III) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i)(A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires law_requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement3.06 hereof, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Issue Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests; (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule III, (ii) any debt securities in the future issued to such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 2.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property referred to in clauses (a) and (b) above; (d) subject to Section 3.05 2.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). The securities of a Subsidiary of the Company will constitute Pledged Collateral only to the extent that such securities can secure the Noteholder Claims without Rule 3-16 of Regulation S-X under the Securities Act (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the SEC (or any other governmental agency). In addition, notwithstanding anything to the contrary provided herein, in the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary of the Company due to the fact that such Subsidiary’s securities secure the Noteholder Claims, then the securities of such Subsidiary will not be subject to the Liens securing the Noteholder Claims and will automatically be deemed not to be part of the Pledged Collateral but only to the extent necessary not to be subject to such requirement and only for so long as required to not be subject to the requirement. In such event, this Agreement may be amended or modified, without the consent of any Indenture Secured Party, to the extent necessary to release the security interests in favor of the Collateral Agent on the Equity Interests or other securities that are so deemed to no longer constitute part of the Pledged Collateral for the relevant Noteholder Claim. In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s securities to secure the Noteholder Claims in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then the securities of such Subsidiary will automatically be deemed to be a part of the Pledged Collateral but only to the extent permitted to not be subject to any such financial statement requirement. In such event, this Agreement may be amended or modified, without the consent of any Indenture Secured Party, to the extent necessary to subject to the Liens under the Pledged Collateral such additional securities. In accordance with the limitations set forth herein, as of the date hereof, the Pledged Collateral will include the securities of the Subsidiaries only to the extent that the applicable value of such securities (on a Subsidiary-by-Subsidiary basis) is less than twenty percent (20%) of the aggregate principal amount of the Notes (including any additional Notes) outstanding. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Indenture Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, each Pledgor hereby (except in the case of Pledged ULC Shares) assigns and (in all cases) pledges to the Administrative AgentApplicable First Lien Representative, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative AgentApplicable First Lien Representative, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and confirms its prior grants to the Applicable First Lien Representative for the benefit of the Secured Parties in existence at the time of such grants, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those which such Equity Interests constituting Pledged Stock shall be listed on Schedule IIII) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”)Interests; provided that the Pledged Stock shall not include (i)(Ai) to the extent such pledge is made as security for the payment or performance, as the case may be, of the Obligations of any Domestic Loan Party, more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests which pledge, except in the case of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Companypledge of Pledged ULC Shares, shall be duly noted on the share register, if any, of such Foreign Subsidiary, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant the Collateral and Guarantee Requirement or the other paragraphs of security is Section 5.10 of the Credit Agreement need not required be satisfied by reason of Section 5.10(g) of the Credit Agreement, or (iviii) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Closing Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable a contractual obligation binding on or relating to such Equity Interests, (iv) any Equity Interests of any Indenture Restricted Subsidiary owned by the U.S. Borrower or any Indenture Restricted Subsidiary or (v) any Equity Interests of the U.S. Borrower following a Qualified IPO (the Equity Interests pledged pursuant to this clause (a), the “Pledged Stock”); (b)(i) the debt obligations securities currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed opposite the name of such Pledgor on Schedule IIII), (ii) any debt securities in the future issued to such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities; provided that the Pledged Debt Securities shall not include debt securities (A) issued by any Indenture Restricted Subsidiary to the U.S. Borrower or any Indenture Restricted Subsidiary or (B) issued by any Foreign Subsidiary to the U.S. Borrower or a Domestic Subsidiary, in the case of this clause (B), for so long as the pledge of such Indebtedness would be deemed an incurrence of Indebtedness under any of the Existing Notes Documents or the New 1-1/2 Lien Notes Documents (the debt securities pledged pursuant to this clause (b), the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). Notwithstanding anything else contained in this Agreement, to the extent this paragraph is expressly made applicable with respect to any Other First Lien Obligations pursuant to the terms of any Other First Lien Agreement, in the event that Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended (“Rule 3-16”), as amended, modified or interpreted by the Securities Exchange Commission (“SEC”), would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Borrowers due to the fact that such Subsidiary’s Equity Interests secure the Other First Lien Obligations affected thereby, then the Equity Interests of such Subsidiary (the “Rule 3-16 Excluded Collateral”) will automatically be deemed not to be part of the Collateral securing the relevant Other First Lien Obligations affected thereby but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the Lien on the Rule 3-16 Excluded Collateral in favor of the Applicable First Lien Representative with respect to the relevant Other First Lien Obligations only. In the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Rule 3-16 Excluded Collateral to secure the Other First Lien Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests of such Subsidiary will automatically be deemed to be a part of the Collateral for the relevant Other First Lien Obligations. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, nothing in this paragraph shall limit the pledge of such Equity Interests and other securities from securing the Obligations (other than the Other First Lien Obligations) at all relevant times or from securing any Other First Lien Obligations that are not in respect of securities subject to regulation by the SEC. To the extent any proceeds of any collection or sale of Equity Interests deemed by this paragraph to no longer constitute part of the Collateral for the relevant Other First Lien Obligations are to be applied by the Applicable First Lien Representative in accordance with Section 5.02 hereof, such proceeds shall, notwithstanding the terms of Section 5.02 and the First Lien Intercreditor Agreement, not be applied to the payment of such Other First Lien Obligations. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative AgentApplicable First Lien Representative, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Samples: Intercreditor Agreement (Hexion Specialty Chemicals, Inc.)
Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, each Pledgor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule III) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided provided, that the Pledged Stock shall not include (i)(Ai) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests which pledge shall be duly noted on the share register, if any, of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Companysuch Foreign Subsidiary, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant the Collateral and Guarantee Requirement or the other paragraphs of security is Section 5.11 of the Credit Agreement need not required be satisfied by reason of Section 5.10(g5.11(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Closing Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable a contractual obligation binding on or relating to such Equity InterestsInterest permitted to exist under the Table of Contents Credit Agreement or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(i) the debt obligations securities listed opposite the name of such Pledgor on Schedule III, (ii) any debt securities in the future issued to such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof3.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof3.05, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, each Pledgor Grantor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other Equity Interests directly now owned or at any time hereafter acquired by it (such Grantor, including those listed set forth opposite the name of such Grantor on Schedule IIV, and (ii) all certificates and any other Equity Interests obtained in the future by such Pledgor and any certificates instruments representing all such Equity Interests (collectively, the “Pledged StockEquity Interests”); provided that the Pledged Stock Equity Interests shall not include (i)(AA) 66 % or more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, CFC; (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreementif, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Dateextent, and for so long as, the grant of a Lien thereon to secure the Obligations is prohibited by any Requirements of Law (other than to the extent that any such a prohibition would be rendered ineffective pursuant to the New York UCC or any other applicable Requirements of Law); provided that such Equity Interest shall cease to be an Excluded Equity Interest at such time as such prohibition ceases to be in effect; (C) Equity Interests in any Person other than wholly owned Subsidiaries of the Borrower and the Subsidiaries to the extent, and for so long as, not permitted by the terms of such Subsidiary’s organizational or joint venture documents; provided that such Equity Interest shall cease to be an Excluded Equity Interest at such time as such prohibition ceases to be in effect; (D) Equity Interests of NCR Middle East Limited so long as, and only to the extent that, the pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding result in a change of control default under the existing contract to which NCR Middle East Limited is a party on or relating the Effective Date, as disclosed to the Administrative Agent; provided that such Equity InterestsInterest shall cease to be an Excluded Equity Interest at such time as such prohibition ceases to be in effect; (b)(iE) Equity Interests if and for so long as they are Principal Property Collateral pledged under the debt obligations listed opposite the name of such Pledgor on Schedule I, Pledge Agreement; or (iiF) any debt securities Equity Interest if, to the extent, and for so long as, the Administrative Agent and the Borrower shall have agreed in writing to treat such Equity Interest as an Excluded Equity Interest on account of the future issued cost of pledging such Equity Interest hereunder (taking into account any adverse tax consequences to such Pledgor the Borrower and the Subsidiaries (iiiincluding the imposition of withholding or other material taxes)) being excessive in view of the certificates, promissory notes and any other instruments, if any, evidencing such debt securities benefits to be obtained by the Lenders therefrom (the Equity Interests excluded pursuant to clauses (A) through (F) above being referred to as the “Pledged Debt SecuritiesExcluded Equity Interests”); (b) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01 and Section 3.02; (c) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses clause (a) and (b) above; (d) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Samples: Credit Agreement (NCR Corp)
Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, each Pledgor Grantor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (a) (i) the shares of capital stock and other Equity Interests directly owned by it (such Grantor in any subsidiary of Holdings, including those listed opposite the name of such Grantor on Schedule III hereto, (ii) and any other Equity Interests obtained in the future by such Pledgor Grantor in any subsidiary of Holdings and any (iii) the certificates or other instruments representing all such Equity Interests (if any) together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank; (collectively, the “Pledged StockEquity Interests”); provided that the Pledged Stock Equity Interests shall not include (i)(AA) more Equity Interests of any Person (other than a Wholly Owned Restricted Subsidiary), to the extent the pledge thereof to the Administrative Agent is not permitted by the terms of such Person’s organizational or joint venture documents, (B) voting Equity Interests constituting an amount greater than 65% of the issued and outstanding total voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such PledgorSubsidiary, (BC) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not are held directly by a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests Interest with respect to which a grant of security is not required by reason of Section 5.10(g) Borrower, with the written consent of the Credit AgreementAdministrative Agent (not to be unreasonably withheld or delayed), shall have provided to the Administrative Agent a certificate of a Financial Officer to the effect that, based on advice of outside counsel or tax advisors of national recognition, the pledge of such Equity Interest hereunder would result in adverse tax consequences to Holdings, any Intermediate Parent, the Borrower and its Restricted Subsidiaries (ivother than on account of any Taxes payable in connection with filings, recordings, registrations, stampings and any similar acts in connection with the creation or perfection of the Liens granted hereunder) that shall have been determined by Borrower to be material to Holdings, any Intermediate Parent, the Borrower and its Restricted Subsidiaries, (E) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) Interest if, to the extent that, as of the Second Restatement Effective Date, and for so long as, such a as the pledge of such Equity Interests Interest hereunder is prohibited by any applicable Requirements of Law (other than to the extent that any such prohibition would violate be rendered ineffective pursuant to the UCC or any other applicable law or an enforceable contractual obligation binding on or relating to Requirements of Law); provided that such Equity Interest shall cease to be an Excluded Equity Interest at such time as such prohibition ceases to be in effect and (F) any Equity Interest that the Borrower and the Administrative Agent shall have agreed in writing to treat as an Excluded Equity Interest for purposes hereof on account of the cost of pledging such Equity Interest hereunder (including any adverse tax consequences to Holdings, any Intermediate Parent, the Borrower and the Subsidiaries resulting therefrom) being excessive in view of the benefits to be obtained by the Secured Parties therefrom (the Equity Interests excluded pursuant to clauses (A) through (F) above being referred to as the “Excluded Equity Interests”); (b)(i) the debt obligations securities owned by such Grantor, including those listed opposite the name of such Pledgor Grantor on Schedule III hereto, (ii) any debt securities in the future issued to or otherwise acquired by such Pledgor Grantor and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing all such debt securities securities, in the case of each of subclauses (i), (ii) and (iii) of this clause (b), to the extent issued by any subsidiary of Holdings (collectively, the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01 and Section 2.02; (d) subject to Section 3.05 hereof2.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; (de) subject to Section 3.05 hereof2.05, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all proceeds Proceeds of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (e) above (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Samples: Collateral Agreement (Endurance International Group Holdings, Inc.)
Pledge. As security for the payment or performance, as the case may be, in full of its Obligationsthe Obligations of the Grantors, each Pledgor Grantor hereby assigns undertakes to pledge and pledges to the Administrative Agent, its successors and permitted assigns, Collateral Agent for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, Collateral Agent for the ratable benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under (whether now owned or hereafter acquired, other than property, rights, securities and other assets that may only be secured under collateral documentation governed by the rights of Luxembourg): (a) (i) the Equity Interests directly owned by it (including those Equity Interests listed on Schedule I) and (ii) any other directly owned Equity Interests obtained in the future by such Pledgor and any certificates Grantor and, in each case, the certificates, if any, representing all such Equity Interests (the foregoing clauses (a)(i) and (ii), collectively, the “Pledged StockEquity Securities”); provided that the Pledged Stock Equity Securities shall not include include: (i)(AA) more than 65% of the issued and outstanding voting any Equity Interests of in any “first tier” Foreign Subsidiary directly owned by such Pledgor, Unrestricted Subsidiary; (B) more than 65% of the issued and outstanding voting Equity Interests of (x) any “first tier” Foreign Subsidiary that is a CFC directly owned by a Grantor or (y) any Qualified CFC Holding Company directly owned by such Pledgora Grantor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary subsidiary of such Pledgor issue Grantor is- xxx directors’ qualifying shares, nominee shares or similar shares which are required by law to be held by persons other than such Grantor, such qualifying shares, such nominee shares or nominee or similar shares held by persons other similar sharesthan such Grantor, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (ivD) any Equity Interests of any person (other than a Subsidiary (which Subsidiary wholly-owned Subsidi- ary that is set forth on Schedule 1.01A to the Credit Agreement) a Restricted Subsidiary), to the extent that, (x) restricted or not permitted by the terms of such person’s organizational documents or other agreements with holders of such Equity Interests existing as of the Second Restatement Effective Datedate hereof or on the date of acquisition by a Grantor of such Equity Interests or (y) such pledge would trigger a termination pursuant to any “change of control” or other similar provision of such person’s organizational documents or other agreements with holders of such Equity Interests existing as of the date hereof or on the date of acquisition by a Grantor of such Equity Interests (in each case, other than to the extent that any such prohibition would be rendered ineffective pur- suant to applicable anti-assignment provisions of the New York UCC or any other appli- cable law); provided that such Equity Interests shall cease to be Excluded Equity Interests at such time as such prohibition ceases to be in effect to the extent such Equity Interest is an Excluded Equity Interest as a result of such prohibition, (E) any Equity Interests if, to the extent and for so long as, such a as the pledge of such Equity Interests hereunder is prohibited or restricted by any applicable law, including any requirement to obtain consent or approval of any Governmental Authority (other than to the extent such prohibition would violate be rendered ineffective pursuant to applicable law anti- assignment provisions of the New York UCC or an enforceable contractual obligation binding on or relating to any other applicable law); provided that such Equity Interests; (b)(i) Interests shall cease to be Excluded Equity Interests at such time as such prohibition ceases to be in effect to the debt obligations listed opposite the name extent such Equity Interest is an Excluded Equity Interest as a result of such Pledgor on Schedule I, (ii) any debt securities in the future issued to such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.prohibition,
Appears in 1 contract
Samples: Pledge and Security Agreement (Concordia International Corp.)
Pledge. As security for the payment or performance, as the case may be, in full of its the Second Priority Obligations, each Pledgor hereby assigns pledges and pledges grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Second Priority Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) any shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person (collectively, the “Equity Interests directly Interests”) owned by it such Pledgor (including those other than Excluded Equity Interests) (which, if certificated, are listed on Schedule II hereto) and any other Equity Interests obtained in the future by such Pledgor (other than Excluded Equity Interests) and any the certificates (if any) representing all such Equity Interests (collectively, the “Pledged StockEquity Interests”); provided that (i) Pledged Equity Interests of each foreign subsidiary of a Pledgor shall be limited, in the Pledged Stock shall not include (i)(A) more than aggregate, to the pledge of 65% of the issued and outstanding voting Equity Interests common stock, partnership interest or membership interest, as applicable, of such foreign subsidiary notwithstanding the delivery by any “first tier” Foreign Subsidiary directly owned by Pledgor to the Collateral Agent of a stock or unit certificate, as applicable, representing in excess of such Pledgor, (B) more than 65% of the issued percentage ownership and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary any interests of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is Pledgors in the joint ventures set forth on Schedule 1.01A V attached to the Credit Agreement) Security Agreement and any subsequent joint ventures in which the Pledgors invest shall be excluded from the definition of Pledged Equity Interests to the extent that, as of the Second Restatement Effective Date, and for so long as, such a pledge of such Equity Interests would violate that applicable law or an enforceable contractual obligation binding on the organizational documents with respect to any such joint venture (including other applicable agreements among the investors in such joint venture) (x) do not permit the pledge or relating assignment of such interest or (y) require the consent of any third party to permit such pledge or assignment (to the extent such consent has not been granted), it being understood that as to any such joint venture where the applicable organizational documents (including other agreements among the investors in such joint venture) permit such pledge without the consent of any third party and in accordance with applicable law, such interest in such joint venture shall be included in the definition of Pledged Equity InterestsInterests (subject to clause (i) above) and the applicable Pledgor shall cause the related certificates, if any, for such joint venture to be delivered to the Collateral Agent within ninety (90) days from the Closing Date (or such longer period as the Collateral Agent may agree); (b)(i) the debt obligations Indebtedness evidenced by promissory notes and instruments and individually in excess of $5,000,000 owed to it which are listed opposite the name of such Pledgor on Schedule II hereto, (ii) any debt securities Indebtedness evidenced by promissory notes and instruments and individually in excess of $5,000,000 arising in the future issued and owing to such Pledgor Pledgor; and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt Securities”)Indebtedness; (c) subject to Section 3.05 7 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.,
Appears in 1 contract
Samples: Loan and Guaranty Agreement
Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, including the Guaranty, each Pledgor Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under and whether now or hereafter existing or arising (ai) all Equity Interests held by it in each of its Restricted Subsidiaries, including, without limitation, the Equity Interests directly owned by it (including those listed on Schedule I) I and any other Equity Interests in any Restricted Subsidiary obtained in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (collectively, the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i)(AA) more than Equity Interests of any De Minimis Foreign Susidiary, (B) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(h) of the Credit Agreement if such Equity Interests are pledged as security for such Indebtedness and if and for so long as the terms of such Indebtedness prohibit the creation of any other Lien on such Equity Interests, (C) Equity Interests of any JV Entity if and for so long as the terms of any Contractual Obligation existing on the Closing Date prohibit the creation of any other Lien on such Equity Interests (or with respect to any JV Entity acquired after the Closing Date, as of the date of such acquisition; provided such Contractual Obligation was not entered into in connection with or anticipation of such acquisition), (D) Equity Interests in excess of 65% of the issued and outstanding voting Equity Interests of each Foreign Subsidiary (not otherwise excluded from the Pledged Equity) directly held by the Borrower or any Guarantor, (E) Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant the Administrative Agent and the Borrower have determined in their reasonable judgment and agreed in writing that the costs of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Date, and for so long as, such providing a pledge of such Equity Interests is excessive in view of the benefits to be obtained by the Secured Parties therefrom and (F) any Equity Interests the pledge of which is prohibited by applicable Laws or which would violate applicable law require governmental consent, approval, license or an enforceable contractual obligation binding on authorization unless such consent, approval, license or relating to such Equity Interestsauthorization has been received; (b)(iii) (A) the debt obligations securities owned by it including, without limitation, the debt securities listed opposite the name of such Pledgor Grantor on Schedule I, (iiB) any debt securities obtained in the future issued to by such Pledgor Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the debt securities referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Collateral Agent; (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii) and (ciii) above; and (evi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the payment or performance, as the case may be, in full of its the Second Priority Obligations, each Pledgor hereby assigns pledges and pledges grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Second Priority Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) any shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person (collectively, the “Equity Interests directly Interests”) owned by it such Pledgor (including those other than Excluded Equity Interests) (which, if certificated, are listed on Schedule II hereto) and any other Equity Interests obtained in the future by such Pledgor (other than Excluded Equity Interests) and any the certificates (if any) representing all such Equity Interests (collectively, the “Pledged StockEquity Interests”); provided that (i) Pledged Equity Interests of each foreign subsidiary of a Pledgor shall be limited, in the Pledged Stock shall not include (i)(A) more than aggregate, to the pledge of 65% of the issued and outstanding voting Equity Interests common stock, partnership interest or membership interest, as applicable, of such foreign subsidiary notwithstanding the delivery by any “first tier” Foreign Subsidiary directly owned by Pledgor to the Collateral Agent of a stock or unit certificate, as applicable, representing in excess of such Pledgor, (B) more than 65% of the issued percentage ownership and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary any interests of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is Pledgors in the joint ventures set forth on Schedule 1.01A V attached to the Credit Agreement) Security Agreement and any subsequent joint ventures in which the Pledgors invest shall be excluded from the definition of Pledged Equity Interests to the extent that, as of the Second Restatement Effective Date, and for so long as, such a pledge of such Equity Interests would violate that applicable law or an enforceable contractual obligation binding on the organizational documents with respect to any such joint venture (including other applicable agreements among the investors in such joint venture) (x) do not permit the pledge or relating assignment of such interest or (y) require the consent of any third party to permit such pledge or assignment (to the extent such consent has not been granted), it being understood that as to any such joint venture where the applicable organizational documents (including other agreements among the investors in such joint venture) permit such pledge without the consent of any third party and in accordance with applicable law, such interest in such joint venture shall be included in the definition of Pledged Equity InterestsInterests (subject to clause (i) above) and the applicable Pledgor shall cause the related certificates, if any, for such joint venture to be delivered to the Collateral Agent within ninety (90) days from the Closing Date (or such longer period as the Collateral Agent may agree); (b)(i) the debt obligations Indebtedness evidenced by promissory notes and instruments and individually in excess of $5,000,000 owed to it which are listed opposite the name of such Pledgor on Schedule II hereto, (ii) any debt securities Indebtedness evidenced by promissory notes and instruments and individually in excess of $5,000,000 arising in the future issued and owing to such Pledgor Pledgor; and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt Securities”)Indebtedness; (c) subject to Section 3.05 7 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, of the property securities or Indebtedness referred to in clauses (a) and (b) above; (d) subject to Section 3.05 7 hereof, all rights and privileges of such Pledgor with respect to the securities securities, Indebtedness and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD Without limiting the foregoing, the Collateral Agent is hereby authorized to file one or more financing statements (including a financing statement describing the Pledged Collateral, together with the other Collateral granted pursuant to the Security Agreement, as “all right, title, interest, powers, privileges and preferences pertaining personal property (other than Excluded Property)” or incidental thereto, unto “all assets (other than Excluded Property)” of the Administrative Agent, its successors and permitted assigns, debtor or words of similar effect or with greater detail) or continuation statements for the ratable benefit purpose of perfecting, confirming, continuing, enforcing or protecting the Secured Partiessecurity interest granted by each Pledgor hereunder, forever; subjectwithout the signature of any Pledgors, however, to and naming any Pledgor or the terms, covenants Pledgors as debtors and conditions hereinafter set forththe Collateral Agent as secured party.
Appears in 1 contract
Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, each Pledgor hereby assigns and pledges to the Administrative AgentApplicable Representative, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative AgentApplicable Representative, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and confirms its prior grants to the Applicable Representative for the benefit of the Secured Parties in existence at the time of such grants, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule III) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i)(Ai) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, Pledgor or (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding CompanyForeign Subsidiary, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant the Collateral and Guarantee Requirement or the other paragraphs of security is Section 5.10 of the Credit Agreement need not required be satisfied by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Closing Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule III, (ii) any debt securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). Notwithstanding anything else contained in this Agreement, to the extent this paragraph is expressly made applicable with respect to any Senior Secured Note Obligations pursuant to the terms of any Senior Secured Note Indenture, in the event that Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended (“Rule 3-16”), as amended, modified or interpreted by the Securities Exchange Commission (“SEC”), would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Borrowers due to the fact that such Subsidiary’s Equity Interests secure the Senior Secured Note Obligations affected thereby, then the Equity Interests of such Subsidiary (the “Rule 3-16 Excluded Collateral”) will automatically be deemed not to be part of the Collateral securing the relevant Senior Secured Note Obligations affected thereby but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the Lien on the Rule 3-16 Excluded Collateral in favor of the Applicable Representative with respect to the relevant Senior Secured Note Obligations only. In the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Rule 3-16 Excluded Collateral to secure the Senior Secured Note Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests of such Subsidiary will automatically be deemed to be a part of the Collateral for the relevant Senior Secured Note Obligations. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, nothing in this paragraph shall limit the pledge of such Equity Interests and other securities from securing the Obligations (other than the Senior Secured Note Obligations) at all relevant times or from securing any Senior Secured Note Obligations that are not in respect of securities subject to regulation by the SEC. To the extent any proceeds of any collection or sale of Equity Interests deemed by this paragraph to no longer constitute part of the Collateral for the relevant Senior Secured Note Obligations are to be applied by the Applicable Representative in accordance with Section 5.02 hereof, such proceeds shall, notwithstanding the terms of Section 5.02 and the First Lien Intercreditor Agreement, not be applied to the payment of such Senior Secured Note Obligations. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative AgentApplicable Representative, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (RBS Global Inc)
Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, each Pledgor Grantor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other Equity Interests of the Borrower and any wholly-owned Restricted Subsidiary that is also a Material Subsidiary now directly owned or at any time hereafter acquired by it (such Grantor, including those listed set forth opposite the name of such Grantor on Schedule III, and (ii) all certificates and any other Equity Interests obtained in the future by such Pledgor and any certificates instruments representing all such Equity Interests (collectively, the “Pledged StockEquity Interests”); provided that the Pledged Stock Equity Interests shall not include (i)(Av) more than 65% of the issued and outstanding voting Voting Equity Interests of any “first tier” first-tier Foreign Subsidiary directly owned by such Pledgoror any Foreign-Subsidiary Holding Company, (Bw) more than 65% any of the issued and outstanding voting Voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first first-tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iiix) any Equity Interests with respect to which the extent that and for so long as a grant pledge of security such Equity Interests is not required prohibited by reason any Requirements of Section 5.10(g) of the Credit AgreementLaw or contract, or (ivy) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Date, that and for so long as, such as a pledge of such Equity Interests would violate applicable law result in material adverse tax consequences to the Borrower and its subsidiaries, taken as a whole, as reasonably determined in good faith by the Borrower or an enforceable contractual obligation binding on or relating (z) any Equity Interests as to which the Collateral Agent and the Borrower reasonably determine that the costs of obtaining such security interests in such Equity Interests or perfection thereof are excessive in relation to the benefit to the Lenders of the security to be afforded thereby (so long as any contractual restriction is not incurred in contemplation of such entity becoming a 9 subsidiary of Holdings) (the Equity Interests so excluded being collectively referred to herein as the “Excluded Equity Interests”); (b)(i) the any debt obligations securities now owned or at any time hereafter acquired by such Grantor, including those listed opposite the name of such Pledgor Grantor on Schedule III, and (ii) any debt securities in the future issued to such Pledgor and (iii) the certificates, all promissory notes and any other instruments, if any, instruments evidencing all such debt securities (collectively, the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities and instruments referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor Grantor with respect to the securities securities, instruments and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds Proceeds of any and all of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthSECTION 3.02.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement
Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, including obligations under the Guarantee Agreement, each Pledgor Grantor hereby collaterally assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under and whether now or hereafter existing or arising (ai) the all Equity Interests directly owned or otherwise held by it (including those in each of its Subsidiaries listed on Schedule I) I and any other Equity Interests in any Subsidiary of the Borrower obtained in after the future date of this Agreement by such Pledgor Grantor and any the certificates representing all such Equity Interests (collectively, the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i)(AA) more than 65% of the issued and outstanding voting Equity Interests of in any “first tier” Foreign Subsidiary that is directly or indirectly owned by such Pledgora CFC, (B) more than 65% of the issued and outstanding voting Equity Voting Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgoreach Subsidiary that is a CFC, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of in any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, Person (iiother than Wholly Owned Subsidiaries) to the extent applicable law requires that a Subsidiary not permitted to be pledged by the terms of such Pledgor issue directors’ qualifying shares Person’s organizational or similar shares, such shares or nominee or other similar shares, joint venture documents and (iiiD) Equitymore than 65% of the issued and outstanding Voting Interests of any Domestic Subsidiary whose only asset is the Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interestsin Foreign Subsidiaries; (b)(iii) the (A) all debt obligations securities owned by it and listed opposite the name of such Pledgor Grantor on Schedule I, (iiB) any debt securities in obtained after the future issued to date of this Agreement by such Pledgor Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the debt securities referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt SecuritiesDebt”); provided that the Pledged Debt shall exclude intercompany Indebtedness owed by any Subsidiary that is a CFC or is directly or indirectly owned by a CFC solely to the extent a pledge thereof could reasonably be expected to result in material adverse tax consequences; (ciii) all other property that is delivered to and held by the Administrative Agent in accordance with the Collateral and Guarantee Requirement; (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii) and (ciii) above; and (evi) all proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD ; provided that the Pledged Collateral, together with all right, title, interest, powers, privileges Collateral shall exclude (A) any assets the pledge of which is prohibited by law or by agreements containing anti-assignment clauses not overridden by the Uniform Commercial Code or other applicable Law and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors (B) any intellectual property and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.related assets
Appears in 1 contract
Samples: Credit Agreement (Lmi Aerospace Inc)
Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, including each Pledgor Guaranty, each Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (ai) the all Equity Interests of the Borrower and of each other Domestic Subsidiary directly owned by such Grantor held by it (including those and listed on Schedule I) II and any other Equity Interests obtained of Domestic Subsidiaries directly owned in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i)(AA) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Employment Participation Subsidiary directly owned (except to the extent a perfected security interest in such Subsidiary can be obtained by such Pledgorfiling of a UCC-1 financing statement), (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any total issued and outstanding Equity Interests of (i) any Qualified CFC Holding Company Foreign Subsidiary that is not a “first tier” Qualified CFC Holding Company, at any time and (ii) each Restricted Subsidiary that is a Domestic Subsidiary that is directly owned by the Borrower or by any Guarantor and that is treated as a disregarded entity for United States federal income tax purposes and substantially all of the assets of which consist of Equity Interests and/or Indebtedness of one or more Foreign Subsidiaries that are CFCsEquity Interests of Foreign Subsidiary Holding Companies; (C) Equity Interests of Unrestricted Subsidiaries (until such time as any Unrestricted Subsidiary becomes a Restricted Subsidiary in accordance with the Credit Agreement, at which time, and without further action, this clause (C) shall no longer apply to the extent applicable law requires that a Equity Interests of such Subsidiary), (D) Equity Interests of any Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar sharesa Foreign Subsidiary, (iiiE) any Margin Stock, (F) specifically identified Equity Interests of any Subsidiary with respect to which (i) the Administrative Agent has confirmed in writing to the Borrower its determination that the costs of providing a grant pledge of security its Equity Interests is not required by reason of Section 5.10(g) excessive in view of the Credit Agreementpractical benefits to be obtained by the Lenders or (ii) the Borrower in consultation with the Administrative Agent has reasonably determined that the creation or perfection of pledges of, or security interests in, such Equity Interests would result in material adverse tax consequences to Holdings, the Borrower or any of its Subsidiaries, (ivG) any Equity Interests of a any non-wholly owned Subsidiary if (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) but only to the extent that, as of the Second Restatement Effective Date, and for so long as) (i) the Organization Documents or other agreements with respect to the Equity Interests of such non-wholly owned Subsidiary with other equity holders (other than any such agreement where all of the equity holders party thereto are Grantors or Subsidiaries thereof) do not permit or restrict the pledge of such Equity Interests, such a or (ii) the pledge of such Equity Interests (including any exercise of remedies) would result in a change of control, repurchase obligation or other adverse consequence to any of the Grantors or such Subsidiary (other than the loss of such Equity Interests as a result of any such exercise of remedies), (H) any Equity Interest if (but only to the extent that, and for so long as) the pledge of such Equity Interest hereunder (i) is prohibited by applicable Law other than to the extent such prohibition is rendered ineffective under the UCC or other applicable Laws or (ii) would violate applicable law the terms of any written agreement, license, lease or an enforceable contractual obligation binding on or relating similar 55380615_1 55947144_6 arrangement with respect to such Equity Interest or would require consent, approval, license or authorization (in each case, after giving effect to the relevant provisions of the UCC or other applicable Laws) or would give rise to a termination right (in favor of a Person other than Holdings, the Borrower or any Subsidiary) pursuant to any “change of control” or other similar provision under such written agreement, license or lease (except to the extent such provision is overridden by the UCC or other applicable Laws), in each case, (x) excluding any such written agreement that relates to Credit Agreement Refinancing Indebtedness or Incremental Equivalent Debt and (y) only to the extent that such limitation on such pledge or security interest is otherwise permitted under Section 7.09 of the Credit Agreement, (I) Equity Interests of each Subsidiary set forth in Schedule 1.01GA of the Credit Agreement, (J) Equity Interests of any Specified Lease Entity, (K) Equity Interests of Liquor License Subsidiaries and (KL) any other Equity Interests that constitute Excluded Assets (any Equity Interests excluded pursuant to clauses (A) through (KL) above, the “Excluded Equity Interests”; provided, however, that Excluded Equity Interests shall not include any Proceeds, substitutions or replacements of any Excluded Equity Interests referred to in the foregoing clauses (A) through (KL) (unless such Proceeds, substitutions or replacements would independently constitute Excluded Equity Interests referred to in the foregoing clauses (A) through (KL))); (b)(iii) the debt obligations (A) promissory notes and instruments evidencing indebtedness owned by a Grantor and listed opposite the name of such Pledgor Grantor on Schedule III, and (iiB) any debt securities promissory notes and instruments evidencing indebtedness obtained in the future issued to by such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities Grantor (the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (evi) all proceeds of Proceeds of, and Security Entitlements in, any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the applicable Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Samples: Agreement and Security Agreement (Bloomin' Brands, Inc.)
Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, each Pledgor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule III) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided provided, that the Pledged Stock shall not include (i)(Ai) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests which pledge shall be duly noted on the share register, if any, of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Companysuch Foreign Subsidiary, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant the Collateral and Guarantee Requirement or the other paragraphs of security is Section 5.11 of the Credit Agreement need not required be satisfied by reason of Section 5.10(g5.11(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Closing Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable a contractual obligation binding on or relating to such Equity Interests; (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule I, (ii) any debt securities in the future issued Interest permitted to such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.exist under the
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Affinion Loyalty Group, Inc.)
Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, including the Guaranty, each Pledgor Grantor hereby assigns and pledges to the Administrative Col- lateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under and whether now or hereafter existing or aris- ing (ai) all Equity Interests held by it in each of its Wholly-Owned Subsidiaries, including, without limita- tion, the Equity Interests directly owned by it (including those listed on Schedule I) I and any other Equity Interests in any Wholly-Owned Sub- xxxxxxx obtained in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (collectively, the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i)(AA) more than Equity Inter- ests of any Unrestricted Subsidiary, (B) Equity Interests of any De Minimis Foreign Subsidiary, (C) Eq- uity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(h) of the Credit Agreement if such Equity Interests are pledged as secu- rity for such Indebtedness and if and for so long as the terms of such Indebtedness prohibit the creation of any other Lien on such Equity Interests, (D) Equity Interests in excess of 65% of the issued and outstanding out- standing voting Equity Interests of any “first tier” each Wholly-Owned Foreign Subsidiary (not otherwise excluded from the Pledged Equity) directly owned held by such Pledgorthe Borrower or any Subsidiary Guarantor, (BE) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant the Administrative Agent and the Borrower have determined in their reasonable judgment and agreed in writing that the costs of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Date, and for so long as, such providing a pledge of such Equity Interests would violate or perfection thereof is excessive in view of the benefits to be obtained by the Lenders therefrom and (F) any assets the pledge of which is prohibited by applicable law or an enforceable contractual obligation binding on or relating to such Equity InterestsLaws; (b)(iii) (A) the debt obligations securities owned by it in- cluding, without limitation, the debt securities listed opposite the name of such Pledgor Grantor on Schedule I, (ii) any debt securities in the future issued to such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.,
Appears in 1 contract
Pledge. As security for the payment or performance, as the case may be, in full of its Obligations, each Pledgor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule III) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i)(Ai) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier tier” Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant the Collateral and Guarantee Requirement or the other paragraphs of security is Section 5.10 of the Credit Agreement need not required be satisfied by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary person that is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Date, and for so long as, such not directly or indirectly a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity InterestsSubsidiary; (b)(ib) (i) the debt obligations listed opposite the name of such Pledgor on Schedule III, (ii) any debt securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $3.0 million, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Berry Plastics Holding Corp)
Pledge. As security for the payment in full in cash or performance, as the case may be, in full of its Secured Obligations, each Pledgor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule III) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i)(Ai) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) Pledgor to the extent the pledge of any such Equity Interests would cause more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Companyto be pledged hereunder, (ii) to the extent applicable law requires that a Subsidiary subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A 1.01B to the Credit Agreement) to the extent that, as of the Second Restatement Effective Closing Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests, or (iv) any Equity Interests of a person that is not directly or indirectly a Subsidiary, as to which Article IV shall apply; (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule III, (ii) any debt securities in the future issued to such Pledgor Pledgor, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations and debt securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (ed) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As Subject to the terms of the Intercreditor Agreements and the immediately following paragraph, as security for the payment or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of its Obligations, each Pledgor Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule III) and any other Equity Interests obtained in the future by such Pledgor Grantor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i)(Ai) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such PledgorGrantor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such PledgorGrantor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier tier” Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Holdings Company that is not a “first tier” Qualified CFC Holding CompanyCompany or (E) any Equity Interests in NIM Holdings Limited, Xxxxx Plastics Acquisition Corporation II, Xxxxx Plastics Acquisition Corporation XIV, LLC, Xxxxx Plastics Asia Pte. Ltd., or Ociesse s.r.l.; (ii) to the extent applicable law requires that a Subsidiary of such Pledgor Grantor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, ; (iii) any Equity Interests with respect that would not be required to which a grant of security is not required by reason of be pledged, pursuant to Section 5.10(g4.15(c) of the Credit AgreementIndenture, or if hereafter acquired, (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Issue Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable a contractual obligation binding on or relating to such Equity Interests; (b)(iv) any Equity Interests of a person that is not directly or indirectly a Subsidiary; and (vi) any Equity Interests or other securities of any of the Company’s Subsidiaries to the extent that the pledge of such securities results in the Company’s being required to file separate financial statements of such Subsidiary with the SEC, but only to the extent necessary not to be subject to such requirement and only for so long as such requirement is in existence; (b) (i) the debt obligations listed opposite the name of such Pledgor Grantor on Schedule III, (ii) any debt securities in the future issued to such Pledgor Grantor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Grantor, shall be limited to 65% of the amount outstanding thereunder), and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). In addition, notwithstanding anything to the contrary provided herein, in the event that Rule 3-16 of Regulation S-X under the Securities Act and the Exchange Act (or any successor regulation) is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary of the Company due to the fact that such Subsidiary’s securities secure the Obligations, then the securities of such Subsidiary will not be subject to the Liens securing the Obligations and will automatically be deemed not to be part of the Collateral but only to the extent necessary not to be subject to such requirement and only for so long as required to not be subject to the requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the security interests in favor of the Collateral Agent on the Equity Interests or other securities that are so deemed to no longer constitute part of the Collateral for the relevant Obligations. In the event that Rule 3-16 of Regulation S-X under the Securities Act and the Exchange Act (or any successor regulation) is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s securities to secure the Obligations in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then the securities of such Subsidiary will automatically be deemed to be a part of the Collateral but only to the extent permitted to not be subject to any such financial statement requirement. TO HAVE AND TO HOLD HOLD, to the extent consistent with the terms of the Intercreditor Agreements, the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, including the Guarantees, each Pledgor Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (ai) the all Equity Interests directly owned held by it (including those and listed on Schedule I) I and any other Equity Interests obtained in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i)(AA) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Material Foreign Subsidiary directly owned by such Pledgorthat is a direct or indirect Subsidiary of Holdings, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Material Foreign Subsidiary, or (DC) any issued and outstanding Equity Interests of any Qualified CFC Holding Company Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person that is not a “first tier” Qualified CFC Holding Companyan indirect, wholly owned Subsidiary of Parent, (iiH) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests of any Subsidiary with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A Administrative Agent has confirmed in writing to the Credit Agreement) to Borrower its determination that the extent that, as costs of the Second Restatement Effective Date, and for so long as, such providing a pledge of such its Equity Interests would violate applicable or perfection thereof is excessive in view of the benefits to be obtained by the Lenders and (I) pledges prohibited by law or an enforceable contractual obligation binding on or relating to such Equity Interestsby agreements containing anti-assignment clauses not overridden by applicable law; (b)(iii) other than in the case of Foreign Holdings (A) the debt obligations securities owned by it and listed opposite the name of such Pledgor Grantor on Schedule I, (iiB) any debt securities obtained in the future issued to by such Pledgor Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Collateral Agent; (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (evi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, each Pledgor Loan Party hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorLoan Party’s right, title and interest in, to and under the following assets, whether now owned or hereafter acquired (aa)(i) the shares of capital stock and other Equity Interests directly owned by it such Loan Party on the date hereof (including those all such shares and other Equity Interests in the Subsidiaries listed opposite the name of such Loan Party on Schedule III), (ii) and any other Equity Interests obtained in the future by such Pledgor Loan Party and any (iii) the certificates representing all such Equity Interests (all of the foregoing being collectively referred to as the “Pledged StockEquity Interests”); provided that the Pledged Stock Equity Interests shall not include (i)(AA) more than 6566% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, CFC or (B) more than 65% of the issued and outstanding voting Equity Interests in any Person other than a wholly-owned Subsidiary where such assignment or pledge hereunder requires, pursuant to the constituent documents of such Person or any related joint venture, shareholder or like agreement binding on any shareholder, partner or member of such Person, the consent of any “first tier” Qualified CFC Holding Company directly owned by governing body, shareholder, partner or member of such Pledgor, Person (Cother than a Loan Party) any issued and outstanding Equity Interest of any Foreign Subsidiary that is such consent shall not a first tier Foreign Subsidiary, or have been obtained (D) any issued and outstanding the Equity Interests of any Qualified CFC Holding Company that is not a so excluded being collectively referred to herein as the “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Excluded Equity Interests”); (b)(i) debt securities owned by such Loan Party on the date hereof (including all such debt obligations securities of other Borrower Group Members listed opposite the name of such Pledgor Loan Party on Schedule III), (ii) any debt securities obtained in the future issued to by such Pledgor Loan Party and (iii) the certificates, all promissory notes and any other instruments, if any, instruments evidencing such debt securities (all of the foregoing being collectively referred to as the “Pledged Debt SecuritiesIndebtedness”); (c) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities and instruments referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor Loan Party with respect to the securities securities, instruments and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (PharMerica CORP)
Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, including each Pledgor Guaranty, each Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (ai) the all Equity Interests of OSI and of each other Domestic Subsidiary directly owned by such Grantor held by it (including those and listed on Schedule I) II and any other Equity Interests obtained of Domestic Subsidiaries directly owned in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i)(AA) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Employment Participation Subsidiary directly owned (except to the extent a perfected security interest in such Subsidiary can be obtained by such Pledgorfiling of a UCC-1 financing statement), (B) more than 65% Equity Interests of the issued and outstanding voting Foreign Subsidiary Holding Companies, (C) Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest Subsidiary of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Margin Stock, (E) specifically identified Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which (i) the Administrative Agent has confirmed in writing to the Company its determination that the costs of providing a grant pledge of security its Equity Interests is not required by reason of Section 5.10(g) excessive in view of the Credit Agreementpractical benefits to be obtained by the Lenders or (ii) the Borrowers in consultation with the Administrative Agent have reasonably determined that the creation or perfection of pledges of, or security interests in, such Equity Interests would result in material adverse tax consequences to any Borrower or any of its Subsidiaries, (ivF) any Equity Interests of a any non-Wholly Owned Subsidiary if (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) but only to the extent that, as of the Second Restatement Effective Date, and for so long as) (i) the Organization Documents or other agreements with respect to the Equity Interests of such non-Wholly Owned Subsidiary with other equity holders (other than any such agreement where all of the equity holders party thereto are Grantors or Subsidiaries thereof) do not permit or restrict the pledge of such Equity Interests, such a or (ii) the pledge of such Equity Interests (including any exercise of remedies) would result in a change of control, repurchase obligation or other adverse consequence to any of the Grantors or such Subsidiary (other than the loss of such Equity Interests as a result of any such exercise of remedies), (G) any Equity Interest if (but only to the extent that, and for so long as) the pledge of such Equity Interest hereunder (i) is prohibited by applicable Law other than to the extent such prohibition is rendered ineffective under the UCC or other applicable Laws or (ii) would violate applicable law the terms of any written agreement, license, lease or an enforceable contractual obligation binding on or relating similar arrangement with respect to such Equity Interest or would require consent, approval, license or authorization (in each case, after giving effect to the relevant provisions of the UCC or other applicable Laws) or would give rise to a termination right (in favor of a Person other than any Borrower or any 193389732_2 Subsidiary) pursuant to any “change of control” or other similar provision under such written agreement, license or lease (except to the extent such provision is overridden by the UCC or other applicable Laws), in each case, (x) excluding any such written agreement that relates to Credit Agreement Refinancing Indebtedness or Incremental Equivalent Debt and (y) only to the extent that such limitation on such pledge or security interest is otherwise permitted under Section 7.09 of the Credit Agreement, (H) Equity Interests of each Subsidiary set forth in Schedule 1.01A of the Credit Agreement, (I) Equity Interests of Liquor License Subsidiaries and (J) any other Equity Interests that constitute Excluded Assets (any Equity Interests excluded pursuant to clauses (A) through (J) above, the “Excluded Equity Interests”; provided, however, that Excluded Equity Interests shall not include any Proceeds, substitutions or replacements of any Excluded Equity Interests referred to in the foregoing clauses (A) through (J) (unless such Proceeds, substitutions or replacements would independently constitute Excluded Equity Interests referred to in the foregoing clauses (A) through (J))); (b)(iii) the debt obligations (A) promissory notes and instruments evidencing indebtedness owned by a Grantor and listed opposite the name of such Pledgor Grantor on Schedule III, and (iiB) any debt securities promissory notes and instruments evidencing indebtedness obtained in the future issued to by such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities Grantor (the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (evi) all proceeds of Proceeds of, and Security Entitlements in, any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the applicable Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
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Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, each Pledgor Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it of (including those listed i) each Material Domestic Restricted Subsidiary and Material First Tier Foreign Subsidiary in existence on Schedule Ithe date hereof and (x) and any other in the case of certificated Equity Interests constituting Securities, listed in Part A of Schedule II hereto or (y) in the case of Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and Uncertificated Partnership Interests, listed in Part B of Schedule II hereto, and (ii) each Material Domestic Restricted Subsidiary and each Material First Tier Foreign Subsidiary obtained in the future by such Pledgor Grantor (including the Equity Interests of each Subsidiary that becomes a Material Domestic Restricted Subsidiary or Material First Tier Foreign Subsidiary in the future) and any the certificates representing all such Equity Interests (collectively referred to herein as the “Pledged Stock”); provided provided, however, that the Pledged Stock shall not include (i)(Ai) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Material First Tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent that applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar qualifying shares, or (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreementin any Foreign Subsidiary, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as that the granting of a security interest therein would result in a stamp tax or any other duty (the Second Restatement Effective Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating so excluded pursuant to such this proviso being collectively referred to herein as the “Excluded Equity Interests; ”), (b)(i) the debt obligations Material Debt Securities held by such Grantor on the date hereof (including all such Material Debt Securities listed opposite the name of such Pledgor on Grantor in Part C of Schedule III), (ii) any debt securities Material Debt Securities in the future issued to such Pledgor Grantor and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities Material Debt Securities (collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; , (de) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (ef) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the payment or performance, as the case may be, in full of its Obligations, each Pledgor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule III) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i)(Ai) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such PledgorCompany, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier tier” Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding CompanyCompany or (E) any Equity Interests in Tyco Adhesives Korea Ltd., (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant the Collateral and Guarantee Requirement or the other paragraphs of security is Section 5.10 of the Credit Agreement need not required be satisfied by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Closing Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule III, (ii) any debt securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $3.0 million, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Covalence Specialty Adhesives LLC)
Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, including the Guaranty, each Pledgor Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (ai) the all Equity Interests directly owned held by it (including those in each of its Restricted Subsidiaries listed on Schedule I) I and any other Equity Interests in any Restricted Subsidiary obtained in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (collectively, the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i)(AA) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such PledgorUnrestricted Subsidiary, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Second Lien Credit Agreement if such PledgorEquity Interests are pledged as security for such Indebtedness or if and for so long as the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding CompanyExcluded Subsidiary, (iiD) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests of any Subsidiary with respect to which a grant the Administrative Agent and the Borrower have determined in their reasonable judgment that the costs of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Date, and for so long as, such providing a pledge of such Equity Interests would violate applicable or perfection thereof is excessive in view of the benefits to be obtained by the Lenders therefrom and (E) any assets the pledge of which is prohibited by law or an enforceable contractual obligation binding on by agreements containing anti-assignment clauses not overridden by the Uniform Commercial Code or relating to such Equity Interestsother applicable law; (b)(iii) (A) the debt obligations securities owned by it and listed opposite the name of such Pledgor Grantor on Schedule I, (iiB) any debt securities obtained in the future issued to by such Pledgor Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the debt securities referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt SecuritiesDebt”); (civ) all other property that may be delivered to and held by the Collateral Agent or the First Lien Collateral Agent, as applicable, in accordance with the terms of the Intercreditor Agreement, pursuant to the terms of this Section 2.01; (v) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses (ai) and (bii) above; (diii) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii) and (ciii) above; and (eiv) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (eiv) above being collectively referred to as the “Pledged Collateral”); provided, that, notwithstanding anything to the contrary set forth herein, this Agreement shall not constitute a grant of Security Interest in, and the Pledged Collateral shall not include, any property of the Borrower, other than its right, title and interest in, to and under the Equity Interests in SMART Technologies Corporation from time to time and all Proceeds thereof. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Samples: Second Lien Credit Agreement (SMART Technologies Inc.)
Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, each Pledgor hereby (except in the case of Pledged ULC Shares) assigns and (in all cases) pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those which such Equity Interests constituting Pledged Stock shall be listed on Schedule IIII) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”)Interests; provided that the Pledged Stock shall not include (i)(Ai) to the extent such pledge is made as security for the payment or performance, as the case may be, of the Obligations of any Domestic Loan Party, more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests which pledge, except in the case of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Companypledge of Pledged ULC Shares, shall be duly noted on the share register, if any, of such Foreign Subsidiary, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant the Collateral and Guarantee Requirement or the other paragraphs of security is Section 5.10 of the Credit Agreement need not required be satisfied by reason of Section 5.10(g) of the Credit Agreement, or (iviii) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Closing Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable a contractual obligation binding on or relating to such Equity Interests, (iv) any Equity Interests of any Indenture Restricted Subsidiary owned by the U.S. Borrower or any Indenture Restricted Subsidiary or (v) any Equity Interests of the U.S. Borrower following a Qualified IPO (the Equity Interests pledged pursuant to this clause (a), the “Pledged Stock”); (b)(i) the debt obligations securities currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed opposite the name of such Pledgor on Schedule IIII), (ii) any debt securities in the future issued to such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities; provided that the Pledged Debt Securities shall not include debt securities (A) issued by any Indenture Restricted Subsidiary to the U.S. Borrower or any Indenture Restricted Subsidiary or (B) issued by any Foreign Subsidiary to the U.S. Borrower or a Domestic Subsidiary, in the case of this clause (B), for so long as the pledge of such Indebtedness would be deemed an incurrence of Indebtedness under any of the Existing Notes Documents or the New Second Secured Notes Documents (the debt securities pledged pursuant to this clause (b), the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Samples: Collateral Agreement (Hexion Specialty Chemicals, Inc.)
Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, each Pledgor Loan Party hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorLoan Party’s right, title and interest in, to and under the following assets, whether now owned or hereafter acquired (aa)(i) the shares of capital stock and other Equity Interests directly owned by it such Loan Party on the date hereof (including those all such shares and other Equity Interests in the Subsidiaries listed opposite the name of such Loan Party on Schedule III), (ii) and any other Equity Interests obtained in the future by such Pledgor Loan Party and any (iii) the certificates representing all such Equity Interests (all of the foregoing being collectively referred to as the “Pledged StockEquity Interests”); provided that the Pledged Stock Equity Interests shall not include (i)(AA) more than 6566% of the issued and outstanding voting Equity Interests of any “first tier” CFC or any Foreign Subsidiary directly owned by such Pledgor, Holding Company or (B) more than 65% of the issued and outstanding voting Equity Interests in any Person other than a wholly-owned Subsidiary where such assignment or pledge hereunder requires, pursuant to the constituent documents of such Person or any related joint venture, shareholder or like agreement binding on any shareholder, partner or member of such Person, the consent of any “first tier” Qualified CFC Holding Company directly owned by governing body, shareholder, partner or member of such Pledgor, Person (Cother than a Loan Party) any issued and outstanding Equity Interest of any Foreign Subsidiary that is such consent shall not a first tier Foreign Subsidiary, or have been obtained (D) any issued and outstanding the Equity Interests of any Qualified CFC Holding Company that is not a so excluded under the immediately foregoing clauses (A) and (B) being collectively referred to herein as the “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Excluded Equity Interests”); (b)(i) debt securities owned by such Loan Party on the date hereof (including all such debt obligations securities of other Borrower Group Members listed opposite the name of such Pledgor Loan Party on Schedule III), (ii) any debt securities obtained in the future issued to by such Pledgor Loan Party and (iii) all indebtedness owed to a Loan Party, regardless of whether such indebtedness is evidenced by instruments (all of the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (foregoing being collectively referred to as the “Pledged Debt SecuritiesIndebtedness”); (c) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities and instruments referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor Loan Party with respect to the securities securities, instruments and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided that the Pledged Collateral shall not include any Excluded Assets. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Samples: Credit Agreement (PharMerica CORP)
Pledge. As security for the payment or performance, as the case may be, in full of its Obligations, each Pledgor hereby assigns and pledges to the Administrative Agent, Collateral Agent and its successors and permitted assigns, assigns for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, Collateral Agent and its successors and permitted assigns, assigns for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s 's right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule III) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i)(Ai) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier tier” Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Holdings Company that is not a “first tier” Qualified CFC Holding CompanyCompany or (E) any Equity Interests in [NIM Holdings Limited, Bxxxx Plastics Acquisition Corporation II, Bxxxx Plastics Acquisition Corporation XIV, LLC, Bxxxx Plastics Asia Pte. Ltd., or Ociesse s.r.l.] 2 (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ ' qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant the Collateral and Guarantee Requirement or the other paragraphs of security is the respective Sections 5.10 of the Credit Agreement need not required be satisfied by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective DateDate (as defined in the Credit Agreement), and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule III, (ii) any debt securities obligations in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities obligations (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, Collateral Agent and its successors and permitted assigns, assigns for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. 2 BC to confirm.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Berry Global Group Inc)
Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, each Pledgor Grantor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other Equity Interests directly owned by it (such Grantor, including those listed opposite the name of such Grantor on Schedule I) and any II hereto, (ii)any other Equity Interests obtained in the future by such Pledgor Grantor and any (iii) the certificates or other instruments representing all such Equity Interests (if any) together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank; (collectively, the “Pledged StockEquity Interests”); provided that the Pledged Stock Equity Interests shall not include (i)(A1) more Equity Interests of any Person (other than the Borrower or a Wholly Owned Restricted Subsidiary), to the extent not permitted by the terms of such Person’s organizational or joint venture documents, (2) voting Equity Interests constituting an amount greater than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii3) any Equity Interests Interest with respect to which Borrower, with the written consent of the Administrative Agent (not to be unreasonably withheld or delayed), shall have provided to the Administrative Agent a grant certificate of security is not required by reason a Financial Officer to the effect that, based on advice of outside counsel or tax advisors of national recognition, the pledge of such Equity Interest hereunder would result in adverse tax consequences (including as a result of the operation of Section 5.10(g) 956 of the Credit AgreementCode or any similar law or regulation in any applicable jurisdiction) to Holdings, any Intermediate Parent, the Borrower and its Restricted Subsidiaries (other than on account of any Taxes payable in connection with filings, recordings, registrations, stampings and any similar acts in connection with the creation or perfection of the Liens granted hereunder) that shall have been reasonably determined by Borrower to be material to Holdings, any Intermediate Parent, the Borrower and its Restricted Subsidiaries, (iv4) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) Interest if, to the extent that, as of the Second Restatement Effective Date, and for so long as, such a as the pledge of such Equity Interests Interest hereunder is prohibited by any applicable Requirements of Law (other than to the extent that any such prohibition would violate be rendered ineffective pursuant to the UCC or any other applicable law or an enforceable contractual obligation binding on or relating to Requirements of Law); provided that such Equity Interest shall cease to be an Excluded Equity Interest at such time as such prohibition ceases to be in effect and (5) any Equity Interest that the Borrower and the Administrative Agent shall have agreed in writing to treat as an Excluded Equity Interest for purposes hereof on account of the cost of pledging such Equity Interest hereunder (including any adverse tax consequences to Holdings, any Intermediate Parent, the Borrower and the Subsidiaries resulting therefrom) being excessive in view of the benefits to be obtained by the Secured Parties therefrom (the Equity Interests excluded pursuant to clauses (1) through (5) above being referred to as the “Excluded Equity Interests”); (b)(i) the debt obligations securities owned by such Grantor, including those listed opposite the name of such Pledgor Grantor on Schedule III hereto, (ii) any debt securities in the future issued to or otherwise acquired by such Pledgor Grantor and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing all such debt securities (collectively, the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01 and Section 2.02; (d) subject to Section 3.05 hereof2.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses (a), (b) and (bc) above; (de) subject to Section 3.05 hereof2.05, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all proceeds Proceeds of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (e) above (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, each Pledgor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those which such Equity Interests constituting Pledged Stock shall be listed on Schedule IIII) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include (i)(A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iiii) any Equity Interests with respect to which a grant owned on or acquired after the Closing Date (other than, in the case of security is not required by reason of Section 5.10(gshareholder agreements or other contractual obligations, (x) of Equity Interests in the Credit Agreement, Borrower or (ivy) in the case of any person which is a Wholly-Owned Subsidiary, Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreementin such person) in accordance with this Agreement if, and to the extent that, as of the Second Restatement Effective Date, and for so long as, such a pledge of such Equity Interests as doing so would violate applicable law or an enforceable regulation or a shareholder agreement or other contractual obligation (in each case, after giving effect to Section 9-406(d), 9-407(a), 9-408 or 9-409 of the New York UCC and other applicable law or similar provisions in similar codes, statutes or laws in other jurisdictions (the “Anti-Non-Assignment Clauses”)) binding on or relating to such Equity Interests; Interests or (ii) any Equity Interests as to which the Agent and the Borrower shall reasonably determine in writing that such Equity Interests shall be excluded from Collateral hereunder, (b)(i) the debt obligations securities currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed opposite the name of such Pledgor on Schedule IIII), (ii) any debt securities in the future issued to such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (collectively, the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; above and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. (a) As security for the payment or performance, as the case may be, in full of its the Junior-Priority Obligations, each Pledgor Grantor hereby assigns and pledges to the Administrative Junior-Priority Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Junior-Priority Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (aa)(i) the Equity Interests directly Capital Stock owned by it such Grantor on the date hereof (including those all such Capital Stock listed on Schedule IIII), (ii) and any other Equity Interests Capital Stock obtained in the future by such Pledgor Grantor and any (iii) the certificates representing all such Equity Interests Capital Stock (all the foregoing collectively referred to herein as the “Pledged Stock”); provided ) (provided, however, that the Pledged Stock shall not include (i)(AA) more than 65% of the issued and outstanding voting Equity Interests of Capital Stock in any “first tier” Foreign Subsidiary directly owned by such Pledgorof the Company, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such PledgorCapital Stock in any Non-Significant Subsidiary, (C) any issued and outstanding Equity Interest Capital Stock in any Permitted Syndication Subsidiary, any Securitization Subsidiary or any Permitted Joint Venture Subsidiary to the extent the pledge of the Capital Stock in such Subsidiary is prohibited by any Foreign Subsidiary that is not a first tier Foreign Subsidiaryapplicable Contractual Obligation or requirement of law, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Companyminority Capital Stock), (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests; (b)(i) the debt obligations securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Pledgor Grantor on Schedule IIII), (ii) any debt securities in the future issued to such Pledgor Grantor and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (excluding any promissory notes issued by employees of any Grantor) (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Junior-Priority Collateral Agent pursuant to the terms of this Section 2.01, (d) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; , (de) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (ef) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Samples: Intercreditor Agreement (Community Health Systems Inc)
Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, each Pledgor Grantor hereby assigns and pledges to the Administrative Agent, its permitted successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its permitted successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under under, in each case whether now owned or hereafter acquired by such Grantor or in which such Grantor now has or in the future may acquire any right, title or interest: (aa)(i) the shares of capital stock and other Equity Interests directly owned by it (including such Grantor, including, in any event, those listed opposite the name of such Grantor on Schedule II hereto, (ii) and any other Equity Interests obtained in the future by such Pledgor Grantor and any (iii) the certificates or other instruments representing all such Equity Interests (if any) together with all stock powers or other instruments of transfer with respect thereto; (clauses (i), (ii) and (iii), collectively, the “Pledged StockEquity Interests”); provided that the Pledged Stock Equity Interests and the Pledged Collateral shall not include (i)(AA) more Equity Interests of any Person (other than a Wholly Owned Subsidiary), to the extent not permitted or restricted by the terms of such Person’s organizational or joint venture documents or other agreements with holders of such Equity Interests; provided that such Equity Interest shall cease to be an Excluded Equity Interest (as defined below) for so long as such prohibition ceases to be in effect, (B) Equity Interests constituting an amount greater than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such PledgorSubsidiary, (BC) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) Unrestricted Subsidiary or any issued and outstanding Equity Interest of any Foreign Subsidiary that is not are held directly by a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests Interest with respect to which a grant of security is not required by reason of Section 5.10(g) Borrower, with the written consent of the Credit AgreementAdministrative Agent (not to be unreasonably withheld or delayed), shall have provided to the Administrative Agent a certificate of a Financial Officer to the effect that the pledge of such Equity Interest hereunder would result in material adverse tax consequences to the Borrower and its Subsidiaries, including the imposition of withholding or other material taxes, (ivE) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) Interest if, to the extent that, as of the Second Restatement Effective Date, and for so long as, such a as the pledge of such Equity Interests Interest hereunder is prohibited by any applicable Requirements of Law (other than to the extent that any such prohibition would violate be rendered ineffective pursuant to the UCC or any other applicable law Requirements of Law) or an enforceable contractual obligation binding on or relating any Equity Interest in a Wholly Owned Subsidiary if, to the extent and for so long as the pledge of such Equity Interest hereunder is prohibited by such Subsidiary’s organizational documents; provided that such Equity Interest shall cease to be an Excluded Equity Interest for so long as such prohibition ceases to be in effect and (F) any Equity Interest that the Borrower and the Administrative Agent shall have agreed in writing to treat as an Excluded Equity Interest for purposes hereof on account of the cost of pledging such Equity Interest hereunder (including any material adverse tax consequences to the Borrower and its Subsidiaries resulting therefrom) being excessive in view of the benefits to be obtained by the Secured Parties therefrom (the Equity Interests excluded pursuant to clauses (A) through (F) above being referred to as the “Excluded Equity Interests”); (b)(i) the debt obligations all Indebtedness from time to time owned by such Grantor, including, in any event, Indebtedness listed opposite the name of such Pledgor Grantor on Schedule II hereto, (ii) any debt securities all Indebtedness in the future issued to or otherwise acquired by such Pledgor Grantor and (iii) the certificates, promissory notes and any other instrumentsinstruments evidencing all such Indebtedness, if anyexcluding, evidencing in each case the [LuxCo Note] for the 90-day period following the Closing Date (or such debt securities longer period acceptable to the Administrative Agent in its sole discretion)1 (collectively, the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01 and Section 2.02; (d) subject to Section 3.05 hereof2.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses (a), (b) and (bc) above; (de) subject to Section 3.05 hereof2.05, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all proceeds Proceeds of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (e) above (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As Subject to the last paragraph of Section 4.01(a), as security for the payment or performance, as the case may be, in full of its Loan Obligations, each Pledgor Grantor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under (ai) the Equity Interests directly owned by it (including those listed on Schedule I) and any other Equity Interests obtained in the future by such Pledgor Grantor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i)(AA) (I) more than 65% of the issued and outstanding voting Equity Interests of in any “first tier” Wholly Owned Foreign Subsidiary directly owned by such PledgorGrantor, (BII) more than 65% of the issued and outstanding voting Equity Interests of in any “first tier” Qualified CFC Holding Company directly owned by such PledgorGrantor, (CIII) any issued and outstanding Equity Interest of in any Foreign Subsidiary that is not a “first tier tier” Foreign Subsidiary, or (DIV) any issued and outstanding Equity Interests of in any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (iiB) to the extent applicable law requires that a Subsidiary subsidiary of such Pledgor Grantor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iiiC) any Equity Interests with respect to which a grant the Collateral and Guarantee Requirement or the other paragraphs of security is Section 5.09 of the Credit Agreement need not required be satisfied by reason of Section 5.10(g5.09(g) of the Credit Agreement, or (ivD) any Equity Interests of in a person that is not directly or indirectly a Subsidiary or is listed on Schedule V hereto, (which E) any Equity Interests in any Insurance Subsidiary is set forth or any entity listed on Schedule 1.01A to the Credit AgreementAgreement or (F) to the extent that, as of the Second Restatement Effective Date, and for so long as, such a pledge of such any Equity Interests would violate applicable law in any Immaterial Subsidiary or an enforceable contractual obligation binding on or relating to such Equity InterestsUnrestricted Subsidiary; (b)(iii) (A) the debt obligations listed opposite the name of such Pledgor Grantor on Schedule I, (iiB) any debt securities obligations in the future issued to such Pledgor Grantor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (iiiC) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities obligations (the “Pledged Debt Securities” and, together with the property described in clauses (ii)(A) and (B) above, the “Pledged Debt”); (ciii) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, of the property referred to in clauses (a) Pledged Stock and (b) abovethe Pledged Debt; (div) subject to Section 3.05 hereof, all rights and privileges of such Pledgor Grantor with respect to the securities Pledged Stock, Pledged Debt and other property referred to in clauses clause (a), (b) and (ciii) above; and (ev) all proceeds of any of the foregoing (the items Pledged Stock, Pledged Debt and other property referred to in clauses (aiii) through (ev) above being collectively referred to as the “Pledged Collateral”). The Administrative Agent agrees to execute an amendment to this Section 3.01 (if necessary) to exclude from the Pledged Stock any Equity Interest which would be so excluded by the operation of clause (vii) or (viii) of Section 5.09(g) of the Credit Agreement. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Realogy Holdings Corp.)
Pledge. As security for the payment or and performance, as the case may be, in full of its the Obligations, and in furtherance of the Security Interest granted pursuant to the Security Agreement, each Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s 's right, title and interest in, to and under (a) any shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person (collectively, the "Equity Interests directly Interests") owned by it (including those such Pledgor which are listed on Schedule I) I hereto and any other Equity Interests obtained in the future by such Pledgor and any the certificates representing all such Equity Interests (the “"Pledged Stock”Equity Interests"); provided that Equity Interests having a Fair Market Value of less than $7,500 per issuer are excluded from the security interest created by this Agreement up to a maximum of $50,000 in the aggregate, and provided further that Pledged Stock Equity Interests in a Person which is a Subsidiary shall not include (i)(A) more than be limited to Equity Interests in each Material Domestic Subsidiary and 65% of the issued and outstanding voting Equity Interests common stock of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier each Material Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests; (b)(i) the debt obligations securities owned by it which are listed opposite the name of such Pledgor on Schedule II hereto, (ii) any debt securities in the future issued to such Pledgor Pledgor, provided that debt securities having a Fair Market Value of less than $7,500 per issuer or obligor are excluded from the security interest created by this Agreement up to a maximum of $50,000 in the aggregate, and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 3.05 hereof6, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, of the property securities referred to in clauses (a) and (b) above; (de) subject to Section 3.05 hereof6, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged "Collateral”"). TO HAVE AND TO HOLD Upon delivery to the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and permitted assigns, for by such other instruments and documents as the ratable benefit Collateral Agent may reasonably request and (b) all other property comprising part of the Secured PartiesCollateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, forever; subject, however, to the terms, covenants which schedule shall be attached hereto as Schedule I and conditions hereinafter set forthmade a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered.
Appears in 1 contract
Samples: Pledge Agreement (Oneida LTD)
Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, each Pledgor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and confirms its prior grants to the Agent for the benefit of the Secured Parties in existence at the time of such grants, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule III) and any other Equity Interests obtained in the future by such Pledgor and any certificates or other instruments representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i)(Ai) Equity Interests in the Subsidiaries listed on Schedule 1.01(A) to the Credit Agreement or in the Subsidiaries enumerated in the proviso to clause (b) of the Collateral and Guarantee Requirement); (ii) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, ; (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (iiiii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, ; (iiiiv) any Equity Interests with respect to which a grant the Collateral and Guarantee Requirement or the other paragraphs of security is Section 5.10 of the Credit Agreement need not required be satisfied by reason of Section 5.10(g) of the Credit Agreement, or ; (ivv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Fourth Restatement Effective Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable a contractual obligation binding on or relating to such Equity Interests; (b)(ivi) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b) (i) the debt obligations securities listed opposite the name of such Pledgor on Schedule I, II; (ii) any debt securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million; and (iii) the certificates, promissory notes and any or other instruments, if any, evidencing instruments representing all such debt securities (the “Pledged Debt Securities”); provided that the Pledged Debt Securities shall not include any debt securities for so long as such a pledge of such debt securities would violate a contractual obligation binding on or relating to such debt securities; (c) subject to Section Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; (d) subject to Section Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Zurn Water Solutions Corp)
Pledge. As To supplement the security interests set forth in the Interim Order (and, when applicable, the Final Order), as security for the payment or and performance, as the case may be, in full of its the Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, each Pledgor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such the Pledgor’s right, title and interest in, to and under under: (a) the all Equity Interests directly owned by it (including those representing ownership interests in the Subsidiaries listed on Schedule I) II hereto and any other Equity Interests representing ownership interests in any Subsidiaries obtained in the future by such each Pledgor and any certificates all other Securities, Securities Entitlements, Securities Accounts and other Investment Property or Financial Asset and the Security Certificates and/or Instruments representing all such Equity Interests (the “Pledged StockSecurities”); provided that the Pledged Stock Securities shall not include (i)(Ai) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent that applicable law requires that a Subsidiary of such the Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar qualifying shares, (iii) a pledge of a greater percentage of such stock could reasonably be expected to result in material adverse tax consequences to the Company or any Equity Interests with respect to which a grant of security is not required its Subsidiaries as reasonably determined by reason of Section 5.10(g) of the Credit Agreement, or Company; (iv) any Equity Interests of permit, lease, license, contract, agreement, or other instrument to which any Pledgor is a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) party to the extent thatsuch Pledgor is prohibited from granting a Lien in its rights thereunder pursuant to the terms of such permit, as lease, license, contract, agreement, or other instrument or under Applicable Law (other than to the extent that any restriction on such assignment would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Second Restatement Effective DateUCC (or any successor provision or provisions) of any relevant jurisdiction or any other Applicable Law, and for so long asincluding the Bankruptcy Code or any Order of the Bankruptcy Court entered in connection with the Cases, or principles of equity); provided that the Proceeds from any such a pledge lease, license, contract, agreement, or other instrument shall not be excluded from the definition of Collateral to the extent that the assignment of such Equity Interests would violate applicable law Proceeds is not prohibited; (v) the Bermuda Shares (as defined in the Security Agreement); and (vi) the joint venture interest owned by Xxxxxxxx, Inc. in XxXxxx Plaza Associates to the extent Xxxxxxxx, Inc. is prohibited from granting a Lien in its rights therein pursuant to the terms of any shareholder or an enforceable contractual obligation binding on or other agreement relating to such Equity Interestsjoint venture; provided that the Proceeds from such joint venture interest shall not be excluded from the definition of Collateral to the extent that the assignment of such Proceeds is not prohibited; (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule I, (ii) any debt securities in the future issued to such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (cb) subject to Section 3.05 hereof5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed or distributable, in respect of, in exchange for or upon the conversion ofof the Pledged Securities referred to in clause (a) above; (c) subject to Section 5, all rights and all privileges of the Pledgor with respect to the Pledged Securities and other proceeds received in respect of, the property referred to in clauses (a) and (b) above; and (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (ed) above being collectively referred to as the “Pledged Collateral”). Upon delivery to the Collateral Agent, (1) any stock certificates or other Certificated Securities now or hereafter included in the Collateral shall be accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (2) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Samples: Pledge Agreement (Great Atlantic & Pacific Tea Co Inc)
Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, each Pledgor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those which such Equity Interests constituting Pledged Stock shall be listed on Schedule IIII) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i)(A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iiii) any Equity Interests with respect to which a grant owned on or acquired after the Closing Date (other than, in the case of security is not required by reason of Section 5.10(gshareholder agreements or other contractual obligations, (x) of Equity Interests in the Credit Agreement, Borrower or (ivy) in the case of any person which is a Wholly-Owned Subsidiary, Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreementin such person) in accordance with this Agreement if, and to the extent that, as of the Second Restatement Effective Date, and for so long as, such a pledge of such Equity Interests as doing so would violate applicable law or an enforceable regulation or a shareholder agreement or other contractual obligation (in each case, after giving effect to Section 9-406(d), 9-407(a), 9-408 or 9-409 of the Uniform Commercial Code in effect in the State of New York and other applicable law or similar provisions in similar codes, statutes or laws in other jurisdictions (the “Anti-Non-Assignment Clauses”)) binding on or relating to such Equity Interests; Interests or (ii) any Equity Interests as to which the Agent and the Borrower shall reasonably determine in writing that such Equity Interests shall be excluded from Collateral hereunder pursuant to the Agreed Security Principles, (b)(i) the debt obligations securities currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed opposite the name of such Pledgor on Schedule IIII), (ii) any debt securities in the future issued to such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; above and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD ; provided that with respect to ATH Costa Rica, S.A., the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto Collateral shall not include any Equity Interests that are pledged pursuant to a separate pledge agreement in favor of the Administrative Agent, its successors and permitted assigns, Agent for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Samples: Collateral Agreement (TII Smart Solutions, Sociedad Anonima)
Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, each Pledgor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those which shall be listed on Schedule III) and any other Equity Interests obtained in the future by such Pledgor Guarantor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i)(Ai) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor Guarantor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant the Collateral and Guarantee Requirement or the other paragraphs of security is Section 5.10 of the Credit Agreement need not required be satisfied by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Closing Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable a contractual obligation binding on or relating to such Equity Interests, (v) any Equity Interests of a Subsidiary of a Guarantor acquired after the Closing Date if, and to the extent that, and for so long as, (A) a pledge of such Equity Interests would violate applicable law or any contractual obligation binding upon such Subsidiary and (B) such law or obligation existed at the time of the acquisition thereof and was not created or made binding upon such Subsidiary in contemplation of or in connection with the acquisition of such Subsidiary (provided that the foregoing clause (B) shall not apply in the case of a joint venture, including a joint venture that is a Subsidiary) or (vi) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(i) the debt obligations securities listed opposite the name of such Pledgor on Schedule III, (ii) any debt securities in the future issued to such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, each Pledgor Grantor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (a) (i) the shares of capital stock and other Equity Interests directly owned by it (such Grantor in any subsidiary of Holdings, including those listed opposite the name of such Grantor on Schedule III hereto, (ii) and any other Equity Interests obtained in the future by such Pledgor Grantor in any subsidiary of Holdings and any (iii) the certificates or other instruments representing all such Equity Interests (if any) together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank; (collectively, the “Pledged StockEquity Interests”); provided that the Pledged Stock Equity Interests shall not include (i)(AA) more Equity Interests of any Person (other than a Wholly Owned Restricted Subsidiary), to the extent the pledge thereof to the Administrative Agent is not permitted by the terms of such Person’s organizational or joint venture documents, (B) voting Equity Interests constituting an amount greater than 65% of the issued and outstanding total voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such PledgorSubsidiary, (BC) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not are held directly by a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests Interest with respect to which a grant of security is not required by reason of Section 5.10(g) Borrower, with the written consent of the Credit AgreementAdministrative Agent (not to be unreasonably withheld or delayed), shall have provided to the Administrative Agent a certificate of a Financial Officer to the effect that, based on advice of outside counsel or tax advisors of national recognition, the pledge of such Equity Interest hereunder would result in adverse tax consequences to Holdings, any Intermediate Parent, the Borrower and its Restricted Subsidiaries (ivother than on account of any Taxes payable in connection with filings, recordings, registrations, stampings and any similar acts in connection with the creation or perfection of the Liens granted hereunder) that shall have been determined by Borrower to be material to Holdings, any Intermediate Parent, the Borrower and its Restricted Subsidiaries, (E) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) Interest if, to the extent that, as of the Second Restatement Effective Date, and for so long as, such a as the pledge of such Equity Interests Interest hereunder is prohibited by any applicable Requirements of Law (other than to the extent that any such prohibition would violate be rendered ineffective pursuant to the UCC or any other applicable law or an enforceable contractual obligation binding on or relating to Requirements of Law); provided that such Equity Interest shall cease to be an Excluded Equity Interest at such time as such prohibition ceases to be in effect and (F) any Equity Interest that the Borrower and the Administrative Agent shall have agreed in writing to treat as an Excluded Equity Interest for purposes hereof on account of the cost of pledging such Equity Interest hereunder (including any adverse tax consequences to Holdings, any Intermediate Parent, the Borrower and the Subsidiaries resulting therefrom) being excessive in view of the benefits to be obtained by the Secured Parties therefrom (the Equity Interests excluded pursuant to clauses (A) through (F) above being referred to as the “Excluded Equity Interests”); (b)(i) the debt obligations securities owned by such Grantor, including those listed opposite the name of such Pledgor Grantor on Schedule III hereto, (ii) any debt securities in the future issued to or otherwise acquired by such Pledgor Grantor and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing all such debt securities securities, in the case of each of subclauses (i), (ii) and (iii) of this clause (b), to the extent issued by any subsidiary of Holdings (collectively, the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Administrative Agent (or, prior to the Discharge of Senior Obligations, the First Lien Administrative Agent, acting as gratuitous bailee of the Administrative Agent) pursuant to the terms of this Section 2.01 and Section 2.02; (d) subject to Section 3.05 hereof2.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; (de) subject to Section 3.05 hereof2.05, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all proceeds Proceeds of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (e) above (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Samples: Second Lien Collateral Agreement (Endurance International Group Holdings, Inc.)
Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, each Pledgor Loan Party hereby collaterally assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest in in, all of such PledgorLoan Party’s right, title and interest in, to and under (ai) the all Equity Interests directly owned held by it (including those Equity Interests listed on Schedule I7.1.1(a)) and any other Equity Interests obtained in the future by such Pledgor Loan Party and any the certificates representing all such Equity Interests (the “Pledged StockEquity”); provided provided, that the Pledged Stock Equity shall not include (i)(AA) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such PledgorMargin Stock, (B) more Equity Interests in a bona fide joint venture formed after the Amendment No. 5 Effective Date with any Person that is not an Affiliate of any Loan Party, other than 65% Proceeds thereof, and only to the extent that the creation of a security interest in such Equity Interests is prohibited or restricted by the Organization Documents of such entity or Subsidiary or by any contractual restriction contained in any agreement with third party holders (which holders are not Affiliates of the issued Borrowers) of other Equity Interests in such entity or Subsidiary (except to the extent any such prohibition or restriction is unenforceable under the UCC or other applicable Law and outstanding voting the consent of such third party holders (which holders are not Affiliates of the Borrowers) has not been obtained) or (C) Equity Interests of (or held as assets by) Immaterial Subsidiaries or captive insurance Subsidiaries; (ii)(A) the Promissory Notes and any “first tier” Qualified CFC Holding Company directly Instruments evidencing indebtedness owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests; (b)(i) the debt obligations it listed opposite the name of such Pledgor Loan Party on Schedule I, 7.1.1(a) and (iiB) any debt securities Promissory Notes and Instruments evidencing indebtedness obtained in the future issued to by such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 Loan Party (the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by Agent pursuant to the terms of this Section 7.1; (iv) subject to Section 3.05 hereof8.5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof8.5, all rights and privileges of such Pledgor Loan Party with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (evi) all proceeds of Proceeds of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”). Notwithstanding the foregoing, if after the date hereof any Loan Party shall acquire any Equity Interest or Promissory Note (1) in which a pledge (or other security interest) is prohibited or restricted by applicable law or requires the consent of any governmental authority or third party, (2) to the extent a pledge of such Equity Interests or Promissory Note could result in adverse tax consequences as reasonably determined by Parent in consultation with Agent and as to which Parent shall have confirmed such determination by written notice to Agent or is otherwise listed on Schedule 7.1.1(a) on the Closing Date; provided, such asset is not specifically included in the Collateral or (3) in circumstances where the cost of obtaining a pledge of such Equity Interests or Promissory Note exceeds the practical benefit to Lenders afforded thereby as reasonably determined between Parent and the Collateral Agent and as to which Agent shall have confirmed such determination by written notice to Administrative Borrower or is otherwise listed on Schedule 7.1.1(a) on the Closing Date then such Equity Interest or Promissory Note shall not be included in the Pledged Collateral. In addition, notwithstanding the foregoing or anything else to the contrary in this Agreement or in any Loan Document, in no event shall any Excluded Property constitute Pledged Collateral. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the applicable Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the payment or performance, as the case may be, in full of its the Security Obligations, each Pledgor Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests directly owned by it (including those and listed on Schedule I) II and any other Equity Interests obtained in the future by such Pledgor and any Grantor and, if such capital stock or Equity Interest is certificated, the certificates representing all such capital stock or Equity Interests (the “Pledged Stock”); provided provided, however, that the Pledged Stock shall not include (i)(A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such PledgorSubsidiary; provided, further, however, that (Bi) more than 65% shares of the issued capital stock and outstanding voting other Equity Interests will constitute Pledged Stock only to the extent that such Capital Stock and securities can secure the Securities without Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act (“Rule 3-10” and “Rule 3-16,” respectively) (or any “first tier” Qualified CFC Holding Company directly owned by other law, rule or regulation) requiring separate financial statements of such Pledgor, Subsidiary to be filed with the SEC (C) or any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, other governmental agency); (ii) in the event that either Rule 3-10 or Rule 3-16 requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary due to the fact that such Subsidiary’s capital stock or other Equity Interests constitute Pledged Stock, then such capital stock or other Equity Interests shall automatically be deemed not to be Pledged Stock, but only to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect necessary to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating be subject to such Equity Interestsrequirement; (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule I, (ii) any debt securities in the future issued to such Pledgor and (iii) in the certificatesevent that either Rule 3-10 or Rule 3-16 is amended, promissory notes and modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other instrumentslaw, if anyrule or regulation is adopted, evidencing which would permit) such debt securities capital stock or other Equity Interests to constitute Pledged Stock without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then such capital stock and other Equity Interests shall automatically be deemed to be Pledged Stock but only to the “Pledged Debt Securities”); (c) extent necessary to not be subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of any such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthfinancial statement requirement.
Appears in 1 contract
Pledge. (a) As security for the payment or and performance, as the case may be, in full of its Obligationsthe Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor), each Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly shares of capital stock or equity interest owned by it (including those and listed on Schedule I) II hereto and any other Equity Interests shares of capital stock of the Parent Borrower or any Subsidiary obtained in the future by such Pledgor and any the certificates representing all such Equity Interests shares (the “Pledged Stock”); provided that the Pledged Stock under this Agreement shall not include (i)(Ai) more than 65% of the issued and outstanding shares of voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest stock or equity interest of any Foreign Subsidiary or any Domestic Subsidiary that is not a first tier has no material assets other than equity interests of one or more Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding CompanySubsidiaries, (ii) Equity Interests in any non-wholly owned Subsidiaries, but only to the extent that (x) the organizational documents or other agreements with equity holders of such non-wholly owned Subsidiaries do not permit or restrict the pledge of such Equity Interests, or (y) the pledge of such Equity Interests (including any exercise of remedies) would result in a change of control, repurchase obligation or other adverse consequence to any of the Loan Parties or such Subsidiary (iii) equity interests for which the cost of obtaining a security interest would be excessive in light of the benefit afforded thereby to the Secured Parties, as reasonably determined by the Parent Borrower and the Administrative Agent, and (iv) to the extent that applicable law requires that a Subsidiary of such the Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar qualifying shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests; (b)(i) the debt obligations securities listed opposite the name of such Pledgor on Schedule III hereto, (ii) any debt securities in the future issued to such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof, (d) subject to Section 3.05 hereof5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; , (de) subject to Section 3.05 hereof5, all rights and privileges of such the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; above and (ef) all proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD Notwithstanding anything to the Pledged contrary contained herein, the security interest created by this Agreement shall not extend to, and the term “Collateral” shall not include, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto any Excluded Assets (as defined in the Administrative Security Agreement). Upon delivery to the Collateral Agent, its successors (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and permitted assignsby such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. The security interest granted herein shall also secure all future advances and re-advances that may be made by the Secured Parties to, or for the ratable benefit of, any of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthBorrowers or any Pledgor.
Appears in 1 contract
Samples: Credit Agreement (Trimas Corp)
Pledge. As security for the payment or performance, as the case may be, and performance in full of its the Secured Obligations, each Pledgor Grantor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under under: (aa)(i) the Equity Interests directly now or at any time hereafter owned by it (or on behalf of such Grantor, including those listed set forth opposite the name of such Grantor on Schedule III, and (ii) all certificates and any other Equity Interests obtained in the future by such Pledgor and any certificates instruments representing all such Equity Interests ((i) and (ii) collectively, the “Pledged StockEquity Interests”); provided that the Pledged Stock Equity Interests shall not include (i)(AA) more than 65% of the issued and outstanding voting any Equity Interests of in any “first tier” Subsidiary other than a wholly-owned Material Subsidiary that is a Restricted Subsidiary or any Equity Interests in any Foreign Subsidiary directly or CFC Holdco other than a wholly-owned by such Pledgor, Material Foreign Subsidiary that is a Restricted Subsidiary; (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, Material Foreign Subsidiary; or (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to in which the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of a security interest therein is not required prohibited by reason of Section 5.10(g) of the Credit Agreementany law, rule or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A regulation applicable to the Credit Agreement) to the extent that, as of the Second Restatement Effective Date, and for so long as, such a pledge of such Equity Interests or the applicable Grantor or would violate constitute a breach or default under or results in the termination of, or require any consent (other than the consent of the Borrower or any Subsidiary) not obtained under, any lease, license or agreement (in each case, after giving effect to the provisions of the Uniform Commercial Code or any other applicable law invalidating or an enforceable contractual obligation binding on or relating rendering ineffective anti-assignment provisions) (the Equity Interests so excluded pursuant to such this proviso being collectively referred to herein as the “Excluded Equity Interests”); (b)(i) the debt obligations securities now owned or at any time hereafter acquired by such Grantor, including those listed opposite the name of such Pledgor Grantor on Schedule III, and (ii) any debt securities in the future issued to such Pledgor and (iii) the certificates, all promissory notes and any other instruments, if any, instruments evidencing all such debt securities ((i) and (ii) collectively, the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof3.05, all payments of principal or principal, and all interest, dividendsdividends or other distributions, whether paid or payable in cash, instruments and or other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property referred to in clauses (a) Pledged Equity Interests and (b) abovePledged Debt Securities; (d) subject to Section 3.05 hereof3.05, all rights and privileges of such Pledgor Grantor with respect to the securities securities, instruments and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, each Pledgor Grantor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other Equity Interests directly owned by it (including those and listed on Schedule II to the Collateral Disclosure Letter, (ii) any shares of capital stock and any other Equity Interests obtained in the future by such Pledgor Grantor and any (iii) the certificates representing all such shares of capital stock and other Equity Interests (the “Pledged Stock”); , provided that the Pledged Stock shall not include (i)(AA) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such PledgorSubsidiary, (B) more than 65% the Equity Interests of Handspring Facility Company, LLC, (C) the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned Immaterial Subsidiary (it being understood and agreed that the Borrower shall not be required to pledge its 1% interest in either Palm Chile Limitada or Palm Colombia Limitada for so long as a majority of the Equity Interests in such Subsidiary is held by such Pledgor, a Person that is not a Loan Party) and (CD) any issued and outstanding the Equity Interest Interests of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company wholly-owned Subsidiary if the Borrower reasonably determines that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to hereunder will materially interfere with its relationship with minority shareholders of such Equity InterestsSubsidiary; (b)(i) the debt obligations securities listed opposite the name of such Pledgor Grantor on Schedule II to the Collateral Disclosure Letter, (ii) any debt securities in issued after the future issued date hereof to such Pledgor Grantor having a face value in excess of $5,000,000 and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing all such debt securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Samples: Credit Agreement (Palm Inc)
Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, each Pledgor Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such Pledgor’s Grantor's right, title and interest in, to and under (a) the Equity Interests directly owned by it of (including those listed i) each Material Domestic Restricted Subsidiary and Material First Tier Foreign Subsidiary in existence on Schedule Ithe date hereof and (x) and any other in the case of certificated Equity Interests constituting Securities, listed in Part A of Schedule II hereto or (y) in the case of Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and Uncertificated Partnership Interests, listed in Part B of Schedule II hereto, and (ii) each Material Domestic Restricted Subsidiary and each Material First Tier Foreign Subsidiary obtained in the future by such Pledgor Grantor (including the Equity Interests of each Subsidiary that becomes a Material Domestic Restricted Subsidiary or Material First Tier Foreign Subsidiary in the future) and any the certificates representing all such Equity Interests (collectively referred to herein as the “Pledged Stock”); provided provided, however, that the Pledged Stock shall not include (i)(Ai) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent that applicable law requires that a Subsidiary of such Pledgor issue directors’ ' qualifying shares or similar shares, such shares or nominee or other similar qualifying shares, or (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreementin any Foreign Subsidiary, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent thatthat the granting of a security interest therein would result in a stamp tax or any other duty, as of the Second Restatement Effective Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests; (b)(i) the debt obligations Material Debt Securities held by such Grantor on the date hereof (including all such Material Debt Securities listed opposite the name of such Pledgor on Grantor in Part C of Schedule III), (ii) any debt securities Material Debt Securities in the future issued to such Pledgor Grantor and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities Material Debt Securities (collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; , (de) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (ef) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, each Pledgor Grantor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other Equity Interests directly now owned or at any time hereafter acquired by it such Grantor that are and for so long as they are Principal Property Collateral and (including those listed on Schedule Iii) all certificates and any other Equity Interests obtained in the future by such Pledgor and any certificates instruments representing all such Equity Interests (collectively, the “Pledged StockEquity Interests”); provided that the Pledged Stock Equity Interests shall not include (i)(AA) 66⅔% or more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, CFC; (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreementif, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Dateextent, and for so long as, the grant of a Lien thereon to secure the Obligations is prohibited by any Requirements of Law (other than to the extent that any such a prohibition would be rendered ineffective pursuant to the New York UCC or any other applicable Requirements of Law); provided that such Equity Interest shall cease to be an Excluded Equity Interest at such time as such prohibition ceases to be in effect; (C) Equity Interests in any Person other than wholly owned Subsidiaries to the extent, and for so long as, not permitted by the terms of such Subsidiary’s organizational or joint venture documents; provided that such Equity Interest shall cease to be an Excluded Equity Interest at such time as such prohibition ceases to be in effect; (D) Equity Interests of NCR Middle East Limited so long as, and only to the extent that, the pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding result in a change of control default under the existing contract to which NCR Middle East Limited is a party on or relating the Effective Date, as disclosed to the Administrative Agent; provided that such Equity Interest shall cease to be an Excluded Equity Interest at such time as such prohibition ceases to be in effect or (E) any Equity Interest if, to the extent, and for so long as, the Administrative Agent and the Borrower shall have agreed in writing to treat such Equity Interest as an Excluded Equity Interest on account of the cost of pledging such Equity Interest hereunder (taking into account any adverse tax consequences to the Borrower and the Subsidiaries (including the imposition of withholding or other material taxes)) being excessive in view of the benefits to be obtained by the Lenders therefrom (the Equity Interests excluded pursuant to clauses (A) through (E) above being referred to as the “Excluded Equity Interests”); (b)(ib) all other property that may be delivered to and held by the debt obligations listed opposite Administrative Agent pursuant to the name terms of such Pledgor on Schedule I, (ii) any debt securities in the future issued to such Pledgor this Section 2.01 and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”)Section 2.02; (c) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses clause (a) and (b) above; (d) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Samples: Credit Agreement (NCR Corp)
Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, including obligations under the Guarantee Agreement, each Pledgor Grantor hereby collaterally assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under and whether now or hereafter existing or arising (ai) the all Equity Interests directly owned or otherwise held by it (including those in each of its Subsidiaries listed on Schedule I) I and any other Equity Interests in any Subsidiary of the Borrower obtained in after the future date of this Agreement by such Pledgor Grantor and any the certificates representing all such Equity Interests (collectively, the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i)(AA) more than 65% of the issued and outstanding voting Equity Interests of in any “first tier” Foreign Subsidiary that is directly or indirectly owned by such Pledgora CFC, (B) more than 65% of the issued and outstanding voting Voting Interests of each Subsidiary that is a CFC, (C) Equity Interests in any Person (other than Wholly Owned Subsidiaries) to the extent not permitted to be pledged by the terms of such Person’s organizational or joint venture documents and (D) Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Domestic Subsidiary that whose only asset is not a first tier Foreign Subsidiary, or (D) any issued and outstanding the Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, in Foreign Subsidiaries; (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iiiA) any Equity Interests with respect to which a grant of security is not required all debt securities owned by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Date, it and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests; (b)(i) the debt obligations listed opposite the name of such Pledgor Grantor on Schedule I, (iiB) any debt securities in obtained after the future issued to date of this Agreement by such Pledgor Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the debt securities referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt SecuritiesDebt”); provided that the Pledged Debt shall exclude intercompany Indebtedness owed by any Subsidiary that is a CFC or is directly or indirectly owned by a CFC solely to the extent a pledge thereof could reasonably be expected to result in material adverse tax consequences; (ciii) all other property that is delivered to and held by the Administrative Agent in accordance with the Collateral and Guarantee Requirement; (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii) and (ciii) above; and (evi) all proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”); provided that the Pledged Collateral shall exclude (A) any assets the pledge of which is prohibited by law or by agreements containing anti-assignment clauses not overridden by the Uniform Commercial Code or other applicable Law and (B) any intellectual property and related assets subject to the Intellectual Property Security Agreement (it being understood and agreed that such intellectual property and related assets shall otherwise constitute Collateral). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. The grant of a security interest in the Pledged Collateral by each Grantor under this Agreement secures the payment of all Obligations of such Grantor now or hereafter existing under, or in respect of, the Loan Documents, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and that would be owed by such Grantor to any Secured Party under the Loan Documents but for the fact that such Obligations are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving a Loan Party.
Appears in 1 contract
Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, each Pledgor Grantor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other Equity Interests directly now owned or at any time hereafter acquired by it such Grantor that are and for so long as they are Principal Property Collateral and (including those listed on Schedule Iii) all certificates and any other Equity Interests obtained in the future by such Pledgor and any certificates instruments representing all such Equity Interests (collectively, the “Pledged StockEquity Interests”); provided that the Pledged Stock Equity Interests shall not include (i)(AA) 66 % or more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, CFC; (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreementif, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Dateextent, and for so long as, the grant of a Lien thereon to secure the Obligations is prohibited by any Requirements of Law (other than to the extent that any such a prohibition would be rendered ineffective pursuant to the New York UCC or any other applicable Requirements of Law); provided that such Equity Interest shall cease to be an Excluded Equity Interest at such time as such prohibition ceases to be in effect; (C) Equity Interests in any Person other than wholly owned Subsidiaries to the extent, and for so long as, not permitted by the terms of such Subsidiary’s organizational or joint venture documents; provided that such Equity Interest shall cease to be an Excluded Equity Interest at such time as such prohibition ceases to be in effect; (D) Equity Interests of NCR Middle East Limited so long as, and only to the extent that, the pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding result in a change of control default under the existing contract to which NCR Middle East Limited is a party on or relating the Effective Date, as disclosed to the Administrative Agent; provided that such Equity Interest shall cease to be an Excluded Equity Interest at such time as such prohibition ceases to be in effect or (E) any Equity Interest if, to the extent, and for so long as, the Administrative Agent and the Borrower shall have agreed in writing to treat such Equity Interest as an Excluded Equity Interest on account of the cost of pledging such Equity Interest hereunder (taking into account any adverse tax consequences to the Borrower and the Subsidiaries (including the imposition of withholding or other material taxes)) being excessive in view of the benefits to be obtained by the Lenders therefrom (the Equity Interests excluded pursuant to clauses (A) through (E) above being referred to as the “Excluded Equity Interests”); (b)(ib) all other property that may be delivered to and held by the debt obligations listed opposite Administrative Agent pursuant to the name terms of such Pledgor on Schedule I, (ii) any debt securities in the future issued to such Pledgor this Section 2.01 and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”)Section 2.02; (c) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses clause (a) and (b) above; (d) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Samples: Credit Agreement (NCR Corp)
Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, including each Pledgor Guaranty, each Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (ai) the all Equity Interests of OSI and of each other Domestic Subsidiary directly owned by such Grantor held by it (including those and listed on Schedule I) II and any other Equity Interests obtained of Domestic Subsidiaries directly owned in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i)(AA) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Employment Participation Subsidiary directly owned (except to the extent a perfected security interest in such Subsidiary can be obtained by such Pledgorfiling of a UCC-1 financing statement), (B) more than 65% Equity Interests of the issued and outstanding voting Foreign Subsidiary Holding Companies, (C) Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest Subsidiary of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Margin Stock, (E) specifically identified Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which (i) the Administrative Agent has confirmed in writing to the Company its determination that the costs of providing a grant pledge of security its Equity Interests is not required by reason of Section 5.10(g) excessive in view of the Credit Agreementpractical benefits to be obtained by the Lenders or (ii) the Borrowers in consultation with the Administrative Agent have reasonably determined that the creation or perfection of pledges of, or security interests in, such Equity Interests would result in material adverse tax consequences to any Borrower or any of its Subsidiaries, (ivF) any Equity Interests of a any non-Wholly Owned Subsidiary if (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) but only to the extent that, as of the Second Restatement Effective Date, and for so long as) (i) the Organization Documents or other agreements with respect to the Equity Interests of such non-Wholly Owned Subsidiary with other equity holders (other than any such agreement where all of the equity holders party thereto are Grantors or Subsidiaries thereof) do not permit or restrict the pledge of such Equity Interests, such a or (ii) the pledge of such Equity Interests (including any exercise of remedies) would result in a change of control, repurchase obligation or other adverse consequence to any of the Grantors or such Subsidiary (other than the loss of such Equity Interests as a result of any such exercise of remedies), (G) any Equity Interest if (but only to the extent that, and for so long as) the pledge of such Equity Interest hereunder (i) is prohibited by applicable Law other than to the extent such prohibition is rendered ineffective under the UCC or other applicable Laws or (ii) would violate applicable law the terms of any written agreement, license, lease or an enforceable contractual obligation binding on or relating similar arrangement with respect to such Equity Interest or would require consent, approval, license or authorization (in each case, after giving effect to the relevant provisions of the UCC or other applicable Laws) or would give rise to a termination 95959845_3 right (in favor of a Person other than any Borrower or any Subsidiary) pursuant to any “change of control” or other similar provision under such written agreement, license or lease (except to the extent such provision is overridden by the UCC or other applicable Laws), in each case, (x) excluding any such written agreement that relates to Credit Agreement Refinancing Indebtedness or Incremental Equivalent Debt and (y) only to the extent that such limitation on such pledge or security interest is otherwise permitted under Section 7.09 of the Credit Agreement, (H) Equity Interests of each Subsidiary set forth in Schedule 1.01A of the Credit Agreement, (I) Equity Interests of Liquor License Subsidiaries and (J) any other Equity Interests that constitute Excluded Assets (any Equity Interests excluded pursuant to clauses (A) through (J) above, the “Excluded Equity Interests”; provided, however, that Excluded Equity Interests shall not include any Proceeds, substitutions or replacements of any Excluded Equity Interests referred to in the foregoing clauses (A) through (J) (unless such Proceeds, substitutions or replacements would independently constitute Excluded Equity Interests referred to in the foregoing clauses (A) through (J))); (b)(iA) the debt obligations promissory notes and instruments evidencing indebtedness owned by a Grantor and listed opposite the name of such Pledgor Grantor on Schedule III, and (iiB) any debt securities promissory notes and instruments evidencing indebtedness obtained in the future issued to by such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities Grantor (the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (evi) all proceeds of Proceeds of, and Security Entitlements in, any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the applicable Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, including the Guaranty, each Pledgor Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (ai) the all Equity Interests directly owned held by it (including those in each of its wholly-owned Material Subsidiaries and listed on Schedule I) I and any other Equity Interests in any wholly-owned Material Subsidiary obtained in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i)(AA) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Material Foreign Subsidiary directly owned by such PledgorSubsidiary, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such PledgorUnrestricted Subsidiary, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Credit Agreement if such Equity Interests are pledged as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (D) Equity Interests of any Person to the extent that such Person is not a “first tier” Qualified CFC Holding Companydirect Subsidiary of any Grantor, (iiE) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests of any Subsidiary with respect to which a grant the Administrative Agent and the Borrower have determined in their reasonable judgment that the costs of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Date, and for so long as, such providing a pledge of such Equity Interests would violate applicable or perfection thereof is excessive in view of the benefits to be obtained by the Lenders therefrom and (F) pledges prohibited by law or an enforceable contractual obligation binding on by agreements containing anti-assignment clauses not overridden by the Uniform Commercial Code or relating to such Equity Interestsother applicable law; (b)(iii) (A) the debt obligations securities owned by it and listed opposite the name of such Pledgor Grantor on Schedule I, (iiB) any debt securities obtained in the future issued to by such Pledgor Grantor and (iiiC) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the debt securities referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Collateral Agent; (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (evi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As security for the payment or performance, as the case may be, in full of its the Obligations, each Pledgor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) in the case of each Pledgor that is a Guarantor, the shares of capital stock and other Equity Interests directly owned by it (it, including those listed on Schedule I) II and any other Equity Interests obtained in the future by such Pledgor Guarantor and any the certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i)(Ai) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor(other than Xxxxx, (B) more than 65% of which all the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Companywill be pledged), (ii) to the extent applicable law requires that a Subsidiary of such Pledgor Guarantor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant the Collateral and Guarantee Requirement or the other paragraphs of security is Section 5.10 of the Credit Agreement need not required be satisfied by reason of Section 5.10(g5.10(h) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Closing Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable a contractual obligation binding on or relating to such Equity Interests, (v) any Equity Interests of a Subsidiary of a Guarantor acquired after the Closing Date pursuant to Section 6.04(j) of the Credit Agreement if, and to the extent that, and for so long as, (A) a pledge of such Equity Interests would violate applicable law or any contractual obligation binding upon such Subsidiary and (B) such law or obligation existed at the time of the acquisition thereof and was not created or made binding upon such Subsidiary in contemplation of or in connection with the acquisition of such Subsidiary (provided, that the foregoing clause (B) shall not apply in the case of a joint venture, including a joint venture that is a Subsidiary) or (vi) any Equity Interests of a person that is not a Subsidiary; (b)(i) the debt obligations securities listed opposite the name of such Pledgor on Schedule III, (ii) any debt securities in the future issued to such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof3.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Samples: And Collateral Agreement (TRW Automotive Holdings Corp)
Pledge. As Subject to the last paragraph of Section 3.01(a), as security for the payment or performance, as the case may be, in full of its the Obligations, each Pledgor hereby assigns and pledges to the Administrative AgentCollateral Trustee, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative AgentCollateral Trustee, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule III) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i)(Ai) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier tier” Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests that are not subject to a First Priority Lien, including, any Equity Interests in a person acquired after the Issue Date (other than Equity Interests in a person that is a Subsidiary acquired after such person became a Subsidiary) in accordance with the Indenture if, and to the extent that, and for so long as (A) such Equity Interests constitute less than 100% of all applicable Equity Interests of such person and the persons holding the remainder of such Equity Interests are not Affiliates, (B) granting a security interest in such Equity Interests would violate applicable law or a contractual obligation binding on such Equity Interests and (C) with respect to which contractual obligations, such obligation existed at the time of acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Subsidiary (provided, that if at any time such Equity Interests (for the avoidance of doubt, other than any Designated Securities) shall become subject to a grant of First Priority Lien, the Collateral shall immediately include such Equity Interests and such Pledgor shall be deemed to have granted a security is not required by reason of Section 5.10(g) of the Credit Agreementinterest hereunder in such Equity Interests), or (iv) any Equity Interests of a person that is not directly or indirectly a Subsidiary or (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreementv) to the extent that, as of the Second Restatement Effective Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interestsany Designated Securities; (b)(ib) (i) the debt obligations listed opposite the name of such Pledgor on Schedule III, (ii) any debt securities obligations in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities obligations (the “Pledged Debt Securities”” and, together with the property described in clauses (b)(i) and (ii) above, the "Pledged Debt"); provided that the Pledged Debt shall exclude (1) the Japan Notes, (2) any debt obligations or instruments that are not subject to a First Priority Lien (provided, that if at any time such property described in this clause (2) and not otherwise excluded from the Pledged Debt shall become subject to a First Priority Lien, the Collateral shall immediately include such property, and such Pledgor shall be deemed to have granted a security interest hereunder in such property) and (3) any Designated Securities; (c) subject to Section 3.05 2.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, of the property referred to in clauses (a) Pledged Stock and (b) abovethe Pledged Debt; (d) subject to Section 3.05 2.05 hereof, all rights and privileges of such Pledgor with respect to the securities Pledged Stock, Pledged Debt and other property referred to in clauses (a), (b) and clause (c) above; and (e) all proceeds of any of the foregoing (the items Pledged Stock, Pledged Debt and other property referred to in clauses (ac) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative AgentCollateral Trustee, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Samples: Collateral Agreement (Momentive Performance Materials Inc.)
Pledge. As security for the payment or performance, as the case may be, in full of its the Secured Obligations, including each Pledgor Guaranty, each Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (ai) the all Equity Interests of OSI and of each other Domestic Subsidiary directly owned by such Grantor held by it (including those and listed on Schedule I) II and any other Equity Interests obtained of Domestic Subsidiaries directly owned in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i)(AA) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Employment Participation Subsidiary directly owned (except to the extent a perfected security interest in such Subsidiary can be obtained by such Pledgorfiling of a UCC-1 financing statement), (B) more than 65% Equity Interests of the issued and outstanding voting Foreign Subsidiary Holding Companies, (C) Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest Subsidiary of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Margin Stock, (E) specifically identified Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which (i) the Administrative Agent has confirmed in writing to the Company its determination that the costs of providing a grant pledge of security its Equity Interests is not required by reason of Section 5.10(g) excessive in view of the Credit Agreementpractical benefits to be obtained by the Lenders or (ii) the Borrowers in consultation with the Administrative Agent have reasonably determined that the creation or perfection of pledges of, or security interests in, such Equity Interests would result in material adverse tax consequences to any Borrower or any of its Subsidiaries, (ivF) any Equity Interests of a any non-Wholly Owned Subsidiary if (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) but only to the extent that, as of the Second Restatement Effective Date, and for so long as) (i) the Organization Documents or other agreements with respect to the Equity Interests of such non-Wholly Owned Subsidiary with other equity holders (other than any such agreement where all of the equity holders party thereto are Grantors or Subsidiaries thereof) do not permit or restrict the pledge of such Equity Interests, such a or (ii) the pledge of such Equity Interests (including any exercise of remedies) would result in a change of control, repurchase obligation or other adverse consequence to any of the Grantors or such Subsidiary (other than the loss of such Equity Interests as a result of any such exercise of remedies), (G) any Equity Interest if (but only to the extent that, and for so long as) the pledge of such Equity Interest hereunder (i) is prohibited by applicable Law other than to the extent such prohibition is rendered ineffective under the UCC or other applicable Laws or (ii) would violate applicable law the terms of any written agreement, license, lease or an enforceable contractual obligation binding on or relating similar arrangement with respect to such Equity Interest or would require consent, approval, license or authorization (in each case, after giving effect to the relevant provisions of the UCC or other applicable Laws) or would give rise to a termination right (in favor of a Person other than any Borrower or any Subsidiary) pursuant to any “change of control” or other similar provision under such written agreement, license or lease (except to the extent such provision is overridden by the UCC or other applicable Laws), in each case, (x) excluding any such written agreement that relates to Credit Agreement Refinancing Indebtedness or Incremental Equivalent Debt and (y) only to the extent that such limitation on such pledge or security interest is otherwise permitted under Section 7.09 of the Credit Agreement, (H) Equity Interests of each Subsidiary set forth in Schedule 1.01A of the Credit Agreement, (I) Equity Interests of Liquor License Subsidiaries and (J) any other Equity Interests that constitute Excluded Assets (any Equity Interests excluded pursuant to clauses (A) through (J) above, the “Excluded Equity Interests”; provided, however, that Excluded Equity Interests shall not include any Proceeds, substitutions or replacements of any Excluded Equity Interests referred to in the foregoing clauses (A) through (J) (unless such Proceeds, substitutions or replacements would independently constitute Excluded Equity Interests referred to in the foregoing clauses (A) through (J))); (b)(iii) the debt obligations (A) promissory notes and instruments evidencing indebtedness owned by a Grantor and listed opposite the name of such Pledgor Grantor on Schedule III, and (iiB) any debt securities promissory notes and instruments evidencing indebtedness obtained in the future issued to by such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities Grantor (the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 3.05 hereof2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds Proceeds received in respect of, the property securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 3.05 hereof2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (evi) all proceeds of Proceeds of, and Security Entitlements in, any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the applicable Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. As Subject to the last paragraph of Section 3.01(a), as security for the payment or performance, as the case may be, in full of its Obligations, the Obligations each Pledgor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (including those listed on Schedule IIII) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i)(Ai) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest Interests of any Foreign Subsidiary that is not a “first tier tier” Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is that are not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Date, and for so long be pledged as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests; (b)(i) the debt obligations listed opposite the name of such Pledgor on Schedule I, (ii) any debt securities in the future issued to such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the property referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Samples: Second Lien Collateral Agreement (Momentive Performance Materials Inc.)
