Pledge. To secure the Obligations and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants to the Collateral Agent for the benefit of (a) the Bank Creditors and the Other Creditors, a first priority security interest in all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to such Securities (and in and to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon the terms and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held on behalf of the Secured Creditors. The Seller Creditors agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof and, to the extent required by applicable law, participate in any foreclosure or enforcement proceeding; provided that such participation shall not confer any rights (including any rights relating to the direction of or the providing of consents in connection with any such proceeding) on the Seller Creditors other than as set forth above. The Seller Creditors also agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forth herein.
Appears in 2 contracts
Samples: Pledge Agreement (Coinmach Laundry Corp), Pledge Agreement (Coinmach Corp)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants pledge to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first continuing second priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) the Concentration Accounts, together with all of such Securities (Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings from time to time evidencing the certificates Concentration Accounts, and all dividends, interest, distributions, cash and other property from time to time received, receivable or instruments evidencing otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Stock of GMSCII, or any Vessel Subsidiary Guarantor, owned by such Securities)Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Stock of GMSCII or any such Vessel Subsidiary Guarantor;
(c) all Limited Liability Company Interests in GMSCII, or any Vessel Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to be held by the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in this Agreement. The all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of such Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and the Collateral Agent acknowledge that remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests in GMSCII, or a Vessel Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or their interests therein to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth hereinlimited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(e) all Proceeds of any and all of the foregoing.
Appears in 2 contracts
Samples: Credit Agreement (Gener8 Maritime, Inc.), Secondary Pledge Agreement (Gener8 Maritime, Inc.)
Pledge. To secure the Obligations and for the purposes ------ set forth in Section 1Pledgor hereby pledges to Collateral Agent, the Pledgor (i) hereby grants to the Collateral Agent for the benefit of Lender and Cabox-Xxxxxx, x security interest in, the following (collectively, the "Pledged Collateral"):
(a) Any and all shares of Class A Common Stock, Class B Common Stock (other than the Bank Creditors First Union Pledged Shares as defined in Section 6(b)) or any other capital stock of Lender, now or at any time or times hereafter, owned by Pledgor, the certificates representing the shares of such capital stock and the Other Creditorstrust certificates issued by the Voting Trustees to Pledgor that represent any such shares of capital stock (such now-owned shares and trust certificates being identified on Exhibit A attached hereto and made a part hereof), all options and warrants for the purchase of shares of Class A Common Stock and Class B Common Stock, now or hereafter held in the name of Pledgor or the Voting Trustees (all of said capital stock, voting certificates, options and warrants and all capital stock held in the name of Pledgor or the Voting Trustees as a first priority security interest result of the exercise of such options or warrants being hereinafter collectively referred to as the "Pledged Stock"), stock powers with respect to the Pledged Stock in the form of Exhibit B attached hereto and made a part hereof (the "Powers") duly executed in blank, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Collateral Pledged Stock including any funds held by the Voting Trustees in the Trust Accounts (as hereinafter defined) and defined in the Voting Trust Agreement);
(b) All additional shares of Class A Common Stock or Class B Common Stock from time to time acquired by Pledgor in any manner, the Seller Creditors, a security interest certificates representing such additional shares and the trust certificates issued by the Voting Trustees to Pledgor that represent any such additional shares of capital stock (which security interest any such additional shares and voting certificates shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all constitute part of the Collateral (ii) hereby pledges Pledged Stock and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereofLender is irrevocably authorized to amend Exhibit A from time to time to reflect such additional shares and voting certificates), and delivers all options, warrants, dividends, cash, instruments and other rights and options from time to the Collateral Agent certificates therefortime received, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, receivable or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to such Securities (and in and to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon the terms and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held on behalf of the Secured Creditors. The Seller Creditors agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or any other right or remedy otherwise distributed in respect of or in exchange for any or all of such shares;
(c) Any and all options to purchase stock of Dart/SFW Corp. ("Dart/SFW") and any all shares of capital stock of Dart/SFW acquired upon the Collateral without the consent exercise of the Bank Creditors and the Other Creditorssuch options, provided that the foregoing shall in no event limit the right of the Seller Creditors each case from time to receive proceeds as described in Sections 7 and 9 hereof and, to the extent required time acquired by applicable law, participate Pledgor in any foreclosure or enforcement proceeding; provided that such participation shall not confer any rights (including any rights relating to the direction of or the providing of consents in connection with any such proceeding) on the Seller Creditors other than as set forth above. The Seller Creditors also agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forth herein.manner,
Appears in 2 contracts
Samples: Stock and Trust Certificate Pledge Agreement (Dart Group Corp), Stock and Trust Certificate Pledge Agreement (Haft Ronald S)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants pledge to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) the Concentration Accounts, together with all of such Securities (Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings from time to time evidencing the certificates Concentration Accounts, and all dividends, interest, distributions, cash and other property from time to time received, receivable or instruments evidencing otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Stock of the Borrower, Arlington or any Vessel Subsidiary Guarantor owned by such Securities)Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Stock of the Borrower, Arlington or any such Vessel Subsidiary Guarantor;
(c) all Limited Liability Company Interests in the Borrower, Arlington or any Vessel Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to be held by the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in this Agreement. The all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of such Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and the Collateral Agent acknowledge that remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests in the Collateral Borrower, Arlington or their interests therein a Vessel Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth hereinlimited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(e) all Proceeds of any and all of the foregoing.
Appears in 2 contracts
Samples: Credit Agreement (Gener8 Maritime, Inc.), Pledge Agreement (Gener8 Maritime, Inc.)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create (and, to the extent the following constitutes “Collateral” under, and as defined in, the Original Pledge Agreement, does hereby reconfirm (without interruption) its creation, grant, pledge and assignment to the Pledgee under the Original U.S. Pledge Agreement of) a first priority continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of Secured Creditors, in all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to such Securities the following, whether now existing or hereafter from time to time acquired (and in and collectively, the “Collateral”):
(a) each of the Collateral Accounts (to the certificates or instruments evidencing such Securitiesextent a security interest therein is not created pursuant to the U.S. Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be held deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in this Agreement. The all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and the Collateral Agent acknowledge that remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or their interests therein to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth hereinlimited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property owned by such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, (i) with respect to each Non-Canadian Foreign Subsidiary, if, at any time, the pledge and assignment as otherwise contemplated herein of more than 66-2/3% of the voting capital stock of such Non-Canadian Foreign Subsidiary would give rise to “deemed dividend” tax consequences under Section 956 of the Code, then not more 65% of the outstanding voting capital stock (plus 100% of the non-voting capital stock) of such Non-Canadian Foreign Subsidiary shall be required to be pledged pursuant to this Agreement, (ii) the Second Lien Creditors shall not have a security interest in, and the grant of security interests pursuant to this Agreement for the benefit of the Second Lien Creditors shall not extend to, any Second Lien Excluded Collateral, and with respect to the Second Lien Creditors the term “Collateral” shall not include the Second Lien Excluded Collateral, (iii) the term “Collateral” with respect to the Second Lien Obligations shall not include any Collateral owned by Holdings or in which Holdings has any direct right, title or interest, and the grant or pledge of security interests hereunder by Holdings shall be solely for the benefit of the First Lien Creditors and shall not secure any of the Second Lien Obligations and Holdings shall not be a Pledgor with respect to the Second Lien Obligations for any purpose whatsoever, (iv) to the extent that the granting or perfecting of any assets or property of the Pledgors acquired after August 18, 2003 requires the consent of a third party that has not been obtained after the Pledgors (other than Holdings) have used commercially reasonable efforts to obtain such consent, the Secured Lien Creditors shall not have a security interest in, and the grant of security interest pursuant to this Agreement for the benefit of the Second Lien Creditors shall not extend to, any such property or assets, (v) to the extent that a security interest in favor of the Second Lien Creditors cannot be granted or perfected in certain assets or property of the Pledgors under applicable law, the Second Lien Creditors shall not have a security interest in, and the grant or pledge of security interest pursuant to this Agreement for the benefit of the Second Lien Creditors that not extend to, any such assets or property and (vi) the Secured Creditors shall not have a security interest in, and the grant of security interest pursuant to this Agreement for the benefit of the Secured Creditors shall not extend to, and the “Collateral” shall not include any Holdings Excluded Collateral.
Appears in 2 contracts
Samples: u.s. Pledge Agreement (Williams Scotsman International Inc), u.s. Pledge Agreement (Williams Scotsman Inc)
Pledge. To secure the Obligations and As collateral security for the purposes ------ set forth payment and performance in Section 1full of all the Secured Obligations, each Grantor hereby pledges and assigns to the Pledgor (i) hereby Lender, and grants to the Collateral Agent for Lender, a Lien on and security interest in and to, all of the benefit right, title and interest of such Grantor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the "Pledged Collateral"):
(a) all Secured Collateral;
(b) to the Bank Creditors extent not covered by clause (a) of this sentence, all proceeds and the Other Creditors, a first priority security interest in all products of each of the Collateral foregoing, all books and records at any time evidencing or relating to any of the foregoing, all supporting obligations related thereto, and all accessions of and to, substitutions and replacements for, and profits and products of, each of the foregoing, and any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (as hereinafter defineda) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to such Securities (and in and to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon the terms and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held on behalf of the Secured Creditors. The Seller Creditors agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph created by this Agreement shall not entitle them extend to, and the term "Pledged Collateral" shall not include, any Excluded Equity, provided that, if any Excluded Equity would have otherwise constituted Pledged Collateral, when such property shall cease to foreclosure or any other right or remedy in respect be Excluded Equity, such property shall be deemed at all times from and after the date hereof to constitute Pledged Collateral. The Grantors shall from time to time at the request of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof and, Lender give written notice to the extent required by applicable law, participate Lender identifying in any foreclosure or enforcement proceeding; provided reasonable detail the Excluded Equity (and stating in such notice that such participation Excluded Equity constitutes "Excluded Equity") and shall not confer any rights (including any rights relating provide to the direction of or Lender such other information regarding the providing of consents in connection with any such proceeding) on Excluded Equity as the Seller Creditors other than as set forth above. The Seller Creditors also agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forth hereinLender may reasonably request.
Appears in 2 contracts
Samples: Pledge Agreement (Ideanomics, Inc.), Pledge Agreement (Ideanomics, Inc.)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants pledge to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first continuing second priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) the Concentration Accounts, together with all of such Securities (Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings from time to time evidencing the certificates Concentration Accounts, and all dividends, interest, distributions, cash and other property from time to time received, receivable or instruments evidencing otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Stock of GMSC, Arlington or any Vessel Subsidiary Guarantor, owned by such Securities)Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Stock of GMSC, Arlington or any such Vessel Subsidiary Guarantor;
(c) all Limited Liability Company Interests in GMSC, Arlington or any Vessel Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to be held by the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in this Agreement. The all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of such Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and the Collateral Agent acknowledge that remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests in GMSC, Arlington or a Vessel Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or their interests therein to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth hereinlimited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(e) all Proceeds of any and all of the foregoing.
Appears in 2 contracts
Samples: Secondary Pledge Agreement (Gener8 Maritime, Inc.), Credit Agreement (Gener8 Maritime, Inc.)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities owned by such Pledgor from time to time and all options or warrants owned by such Pledgor from time to time to purchase Securities;
(c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon the terms take any and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the Collateral capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or their interests therein to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth hereinlimited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property owned by such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) except as otherwise provided in Section 9.13 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation, and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 2 contracts
Samples: Pledge Agreement (Infousa Inc), Pledge Agreement (Infousa Inc)
Pledge. To secure the Secured Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent for the benefit of (a) the Bank Creditors Secured Parties, and the Other Creditors, does hereby create a first priority continuing security interest in all favor of the Collateral (as hereinafter defined) Agent for the benefit of the Secured Parties in and (b) the Seller Creditorsa lien on, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in and to such Securities the following, whether now existing or hereafter from time to time acquired (and in and collectively, the “Collateral”):
(a) each of the Collateral Accounts (to the certificates or instruments evidencing such Securitiesextent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Secured Documents to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(f) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(g) all Proceeds of any and all of the foregoing; provided that (x) no Pledgor shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Equity Interests of any direct Exempted Foreign Entity and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each direct Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x). Notwithstanding anything to the contrary contained in this Section 3.1 or elsewhere in this Agreement. The , each Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held (on behalf of the Secured Creditors. The Seller Creditors agree Parties) acknowledges and agrees that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof and, to the extent required by applicable law, participate in any foreclosure or enforcement proceeding; provided that such participation shall not confer any rights (including any rights relating to the direction of or the providing of consents in connection with any such proceeding) on the Seller Creditors other than as set forth above. The Seller Creditors also agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forth herein.:
Appears in 2 contracts
Samples: Pledge Agreement (CURO Group Holdings Corp.), Pledge Agreement (CURO Group Holdings Corp.)
Pledge. To secure the Obligations now or hereafter owed or to be performed by the Pledgor (but the rights and for remedies between the purposes ------ set forth in Section 1First-Lien Collateral Agent and the Second-Lien Collateral Agent are subject to the terms of the Intercreditor Agreement), the Pledgor (i) does hereby grants grant, pledge and assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority security interest in all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a continuing security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits those Liens permitted to exist with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers respect to the Collateral Agent certificates therefor, duly endorsed pursuant to the terms of all Secured Debt Agreements then in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securitieseffect) in favor of the case Pledgee for the benefit of capital stockthe Secured Creditors in, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in and to such Securities the following, whether now existing or hereafter from time to time acquired (and in and collectively, the "Collateral"):
(a) each of the Collateral Accounts (to the certificates or instruments evidencing such Securitiesextent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by the Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Third-Lien Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities owned or held by the Collateral Agent as collateral security for Pledgor from time to time and all options and warrants owned by the ObligationsPledgor from time to time to purchase Securities;
(c) all Limited Liability Company Interests owned by the Pledgor from time to time and all of its right, upon title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in this Agreement. The all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of the Collateral Agent acknowledge that Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all Collateral held by of the Collateral Agent is held Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditorsname of any of the Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests owned by the Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to the Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of the Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of the Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Financial Assets and Investment Property owned by the Pledgor from time to time;
(f) all Security Entitlements owned by the Pledgor from time to time in any and all of the foregoing; and
(g) all Proceeds of any and all of the foregoing. The Seller Creditors agree thatNotwithstanding anything to the contrary contained herein, the Pledgor shall not be required at any time to pledge hereunder (x) to the extent such equity interests are the property of the Pledgor, any limited liability company interests of Starpower Communications, LLC for so long as any the organizational documents of such entity prohibits the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the granting of a security interest described in clause such limited liability company interests, (i)(by) in the preceding paragraph shall not entitle them to foreclosure or any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof and, to the extent required by applicable lawsuch equity interests are the property of the Pledgor, participate any equity interests of Megacable, S.A. de C.V., MCM Holdings, S.A. de C.V. and Megacable Telecommunicaciones, S.A. de C.V. for so long as the organizational documents of such entities prohibits the granting of a security interest in any foreclosure or enforcement proceedingsuch equity interests; provided that such participation security interest shall not confer any rights attach immediately when such prohibition is no longer in effect or (including any rights relating to the direction of or the providing of consents in connection with any such proceedingz) on the Seller Creditors other more than as set forth above. The Seller Creditors also agree that, so long as any 65% of the Obligations owing Voting Equity Interest of any Foreign Corporation; provided that the Pledgor shall be required to pledge hereunder 100% of any Non-Voting Equity Interest at any time and from time to time acquired by the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason Pledgor of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forth hereinForeign Corporation.
Appears in 1 contract
Samples: Pledge Agreement (RCN Corp /De/)
Pledge. To secure the Obligations and As collateral security for the purposes full and timely payment of the ------ set forth principal of and interest on the Note Obligation and all other amounts payable by the Pledgor thereunder or under this Stock Pledge Agreement (including, without limitation, any and all reasonable fees and expenses, including reasonable legal fees and expenses, incurred by the Company in Section 1connection with any exercise of its rights under the Note Obligation or hereunder), the Pledgor (i) hereby grants delivers, deposits, pledges, transfers and assigns to the Collateral Agent Company, in form transferable for delivery, and creates in the benefit of Company a security interest in:
(a) 23,024 shares of Class B Common Stock of the Bank Creditors Parent (collectively, the "Owned Shares") and all certificates evidencing the Other CreditorsOwned Shares and other instruments or documents evidencing the same and all dividends, a first priority security interest cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Collateral (as hereinafter defined) and Owned Shares; and
(b) The Publicly Traded Securities described on Exhibit A hereto (the Seller Creditors"Additional Securities") and all certificates evidencing the Additional --------------------- Securities and other instruments or documents evidencing the same and all dividends, a security interest (which security interest shall be subject cash, instruments and subordinate other property from time to time received, receivable or otherwise distributed in all respects to the security interest described respect of or in clause (a) above) in exchange for any or all of the Collateral Additional Securities. The Owned Shares and Additional Securities (ii) hereby pledges and deposits together with the Collateral Agent the Securities owned by any securities or property delivered to the Pledgor on pursuant to Section 2(b) hereof) are hereinafter collectively referred to as the date hereof, and "Pledged Securities". The Pledgor hereby delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by Company appropriate undated stock security transfer powers duly executed in blank for the Pledged Securities set forth above and will deliver appropriate undated security transfer powers duly executed in blank for the Pledged Securities to be pledged hereunder from time to time hereafter. The Pledgor agrees that all certificates evidencing the Pledged Securities shall be marked with the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A STOCK PLEDGE AGREEMENT DATED AS OF APRIL 15,1996 BY AND BETWEEN STREAM INTERNATIONAL INC., A DELAWARE CORPORATION AND A WHOLLY-OWNED SUBSIDIARY OF STREAM INTERNATIONAL HOLDINGS INC., A DELAWARE CORPORATION, AND THE BORROWER NAMED THEREIN, A COPY OF WHICH IS ON FILE AT THE OFFICES OF THE CORPORATION. The Pledgor agrees to deliver to the Company all Pledged Securities currently held by him in order that such legend may be placed thereon. The Pledgor further agrees, with respect to the Pledgor (and accompanied by any transfer tax stamps required in connection with Additional Securities, to deliver written notice to each issuer of an Additional Security of the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable security to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to such Securities (and in and to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon the terms and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held on behalf of the Secured Creditors. The Seller Creditors agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof and, to the extent required by applicable law, participate in any foreclosure or enforcement proceeding; provided that such participation shall not confer any rights (including any rights relating to the direction of or the providing of consents in connection with any such proceeding) on the Seller Creditors other than as set forth above. The Seller Creditors also agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forth hereinCompany.
Appears in 1 contract
Samples: Secured Non Recourse Promissory Note (Stream International Holdings Inc)
Pledge. To secure the Secured Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent for the benefit of the Notes Secured Parties, and does hereby create a continuing security interest in favor of the Collateral Agent for the benefit of the Notes Secured Parties in and a continuing lien on, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired, wherever located (collectively, the “Collateral”):
(a) each of the Bank Creditors Collateral Accounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Other CreditorsIndenture Documents to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(c) to the extent not otherwise included, all rights of any nature whatsoever in respect of the Securities owned or held by such Pledgor from time to time, including, without limitation, all voting rights and economic rights in the Pledgor of the Securities;
(d) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(f) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(g) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(h) all Proceeds of any and all of the foregoing; provided that (x) no Pledgor shall be required at any time to pledge hereunder more than 65.0% of all of the outstanding voting Capital Stock of any direct Exempted Foreign Entity and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each direct Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x). Notwithstanding any of the other provisions set forth in this Section 3.1 to the contrary, the term Collateral shall not include, and this Agreement shall not constitute a first priority grant of a security interest in all any Excluded Assets; provided that immediately upon the ineffectiveness, lapse or termination of any restriction or condition covering, or resulting in, any asset or other property of a Pledgor constituting Excluded Assets, the Collateral shall (as hereinafter definedin the absence of any other applicable limitation) include, and (b) the Seller Creditors, such Pledgor shall be deemed to have granted a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereofin, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's Pxxxxxx’s right, title and interest in and to such Securities (asset or other property and in and to the certificates such asset or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon the terms and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held on behalf of the Secured Creditors. The Seller Creditors agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph other property shall not entitle them to foreclosure or any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof and, to the extent required by applicable law, participate in any foreclosure or enforcement proceeding; provided that such participation shall not confer any rights (including any rights relating to the direction of or the providing of consents in connection with any such proceeding) on the Seller Creditors other than as set forth above. The Seller Creditors also agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forth hereinlonger constitute Excluded Assets.
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) all Stock owned or held by such Securities Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Stock;
(b) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in and each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in this Agreement. The all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and the Collateral Agent acknowledge that remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(c) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or their interests therein to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth hereinlimited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(d) all other Investment Property that constitutes Equity Interests of a Person that is a Subsidiary of a Pledgor; and
(e) all Proceeds of any and all of the foregoing; provided that (x) except in the circumstances and to the extent provided by Section 9.16 of the Credit Agreement (in which case this clause (x) shall no longer be applicable), no Pledgor shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Equity Interests of any Exempted Foreign Entity and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x).
Appears in 1 contract
Pledge. To secure the Obligations and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants Subject only to the Collateral Agent for the benefit of (a) the Bank Creditors and the Other Creditors, a first priority security interest in all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to such Securities (and in and to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon the terms and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held on behalf of the Secured Creditors. The Seller Creditors agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors City, for and on behalf of its Department of Aviation, to receive proceeds pay Operating and Maintenance Expenses and to pay all amounts due with respect to the Senior Bonds and Obligations relating thereto, the Gross Revenues and all moneys and securities paid or to be paid to, or held or to be held in the Subordinate Bond Fund in accordance with the provisions of the General Bond Ordinance and the General Subordinate Bond Ordinance (except moneys and securities held in any Escrow Account and except as described otherwise provided in Sections 7 the General Bond Ordinance as being unavailable to secure the payment of Subordinate Bond Requirements) are hereby irrevocably pledged by the City, for and 9 hereof andon behalf of its Department of Aviation, to secure the payment of the Series 2019A and Series 2019B Bonds, the Series 2019A and Series 2019B Credit Facility Bonds, its obligations under this Agreement, to the extent required and with the priorities provided for herein and in the General Subordinate Bond Ordinance and each Supplemental Bond Ordinance. This pledge shall be valid and binding from and after the Closing Date, and such moneys and securities, as received by applicable lawthe City, participate in any foreclosure or enforcement proceeding; provided that such participation for and on behalf of its Department of Aviation, and hereby pledged, shall not confer any rights (including any rights relating immediately be subject to the direction Lien of this pledge without any physical delivery, filing or the providing of consents in connection with any such proceeding) on the Seller Creditors other than as set forth abovefurther act. The Seller Creditors also agree that, so long as Lien of this pledge and the contractual obligations hereby made shall have priority over any or all other liabilities and obligations of the Obligations owing to the Bank Creditors or the Other Creditors remain outstandingCity, the Collateral Agent shall not, by reason for and on behalf of such security interest its Department of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors Aviation (except in respect of Senior Bonds and any Obligations relating thereto); and the Collateral Lien of this pledge shall be valid and binding against all Persons having claims of any kind in tort, contract or their interests therein otherwise against the City, for and on behalf of its Department of Aviation (except as otherwise provided in the General Bond Ordinance and the General Subordinate Bond Ordinance), whether or not such Persons have notice thereof. Notwithstanding the foregoing, the provisions of this Section 7.14 shall not prohibit or otherwise restrict the ability of the City, for and on behalf of its Department of Aviation, to take cause moneys to be disbursed from any other action not expressly set forth hereinfund or account held under the General Bond Ordinance and the General Subordinate Bond Ordinance on the terms and subject to the conditions specified therein.
Appears in 1 contract
Pledge. To secure The Pledgor hereby pledges to the Obligations Pledgee and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants to the Collateral Agent for Pledgee a security interest in, the benefit of following (collectively, the “Pledged Collateral”):
(a) the Bank Creditors and the Other Creditors, a first priority security interest in all All of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest of the Pledgor in the Equity Interests, whether now existing or hereafter arising (such now-existing shares being identified on Exhibit A attached hereto and made a part hereof), all options and warrants for the purchase of additional equity interests now or hereafter held in the name of the Pledgor (all of said Equity Interests, options and warrants and all capital stock held in the name of the Pledgor as a result of the exercise of such options or warrants being hereinafter collectively referred to such Securities (and in and as the “Pledged Shares”), herewith delivered to the certificates Pledgee, and all dividends, distributions, cash, instruments and other property from time to time received, receivable or instruments evidencing otherwise distributed in respect of, or in exchange for, any or all of the Pledged Shares;
(b) Any additional equity interests of the WFOE otherwise to be pledged to the Pledgee pursuant to the Notes or other Security Documents (as defined in the Indenture) binding the Pledgor which equity interests are not already Pledged Collateral (“Additional Equity Interests”) from time to time acquired by the Pledgor from the date hereof in any manner (any such Securitiesadditional equity interests shall constitute part of the Pledged Shares and the Pledgee is irrevocably authorized to amend Exhibit A from time to time to reflect such additional equity interests), and all options, warrants, dividends, distributions, cash, instruments and other rights and options from time to be held by the Collateral Agent as collateral security for the Obligationstime received, upon the terms and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held on behalf of the Secured Creditors. The Seller Creditors agree that, so long as any of the Obligations owing to the Bank Creditors receivable or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or any other right or remedy otherwise distributed in respect of the Collateral without the consent or in exchange for any or all of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right Equity Interests or Additional Equity Interests;
(c) All proceeds of the Seller Creditors to receive foregoing; and
(d) The proceeds as described in Sections 7 and 9 hereof andof any liquidation, winding up or dissolution of the WFOE payable to the extent required by applicable law, participate in any foreclosure or enforcement proceeding; provided that such participation shall not confer any rights (including any rights relating to the direction of or the providing of consents in connection with any such proceeding) on the Seller Creditors other than as set forth above. The Seller Creditors also agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forth hereinPledgor.
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or to be performed by each Pledgor, each Pledgor does hereby create, grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of the Secured Creditors (aexcept as otherwise provided in clause (z) of the Bank Creditors last paragraph of this Section 3.1), and does hereby create (and, to the Other Creditorsextent the following constitutes "Collateral" under, and as defined in, the Original US Pledge Agreement, does hereby reconfirm (without interruption) its creation, grant, pledge and assignment to the Pledgee under the Original US Pledge Agreement of) a first priority continuing security interest in (subject to Permitted Liens) in, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral") (it being understood and agreed that the security interest granted herein (x) for the benefit of the First Lien Creditors shall be senior in priority in all respects to the security interest granted herein for the benefit of the Second Lien Creditors and (y) for the benefit of the Second Lien Creditors shall be subject and subordinated in all respects to the security interest granted herein for the benefit of the First Lien Creditors):
(a) each of the Collateral Accounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all its capital therein and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon the terms take any and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of the Collateral or their interests in exchange for any or all thereof;
(d) all Partnership Interests of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all its capital therein and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth hereinlimited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing.
(I) the Second Lien Creditors shall not have a security interest in, and the grant of security interests pursuant to this Section 3.1 for the benefit of the Second Lien Creditors shall not extend to, any Second Lien Excluded Collateral, and (II) with respect to the Second Lien Creditors, the term "Collateral" shall not include the Second Lien Excluded Collateral.
Appears in 1 contract
Pledge. To secure the Obligations and for the purposes ------ set forth in Section 1, the now or hereafter owed or to be performed by such Pledgor (i) hereby grants but subject to the Collateral Agent proviso at the end of this Section 3.1), each Pledgor does hereby grant and pledge to the Pledgee for the benefit of (a) the Bank Creditors Secured Parties, and the Other Creditors, does hereby create a first priority continuing security interest in favor of the Pledgee for the benefit of the Secured Parties in, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Loan Document to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities, together with all rights, privileges, authority and powers of such Pledgor relating to such Securities in each such issuer or under any organizational document of each such issuer, and the certificates, instruments and agreements representing such Securities and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Securities;
(c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in and each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in this Agreement. The all profits, income, surpluses, losses, Limited Liability Company Assets of such limited liability company and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, Liens and the Collateral Agent acknowledge that remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect Limited Liability Company Asset of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andsuch limited liability company, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such proceedingother property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(d) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets of any such partnership and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, Liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Seller Creditors name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(e) all Securities Accounts, Financial Assets and Investment Property owned by such Pledgor from time to time;
(f) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(g) all Proceeds of any and all of the foregoing; provided that (i)(x) except to the extent that such pledge is to secure a Pledgor’s guaranty of a Canadian Loan Party’s Obligations, no Voting Equity Interests of any Foreign Subsidiary which represents more than as set forth above. The Seller Creditors also agree that66% of the total combined voting power of all classes of Voting Equity Interests of the respective Foreign Subsidiary shall be pledged hereunder, provided, however, that immediately upon the amendment of the Code to allow the pledge of a greater percentage of Stock in a Foreign Subsidiary without causing a repatriation (or deemed repatriation) of earnings or adverse tax consequences, the Equity Interests shall include, and the security interest granted by each Pledgor shall attach to, such greater percentage of Voting Equity Interests of each directly owned Foreign Subsidiary that is a Subsidiary of such Pledgor to secure all other Obligations and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Foreign Subsidiary at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in the preceding clause (x) and (ii) notwithstanding anything herein to the contrary, in no event shall the security interest and lien granted under Section 3.1 hereof attach to, and the term “Collateral” (and the component terms thereof) shall not include, (x) any Equity Interests owned by any Pledgor in any Person for so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason grant of such security interest shall constitute or result in (A) other than in the case of a Wholly-Owned Subsidiary of the Seller CreditorsCompany, have any duty, express a breach or implied, to provide any notices termination pursuant to the Seller Creditors in respect terms of, or a default under, any Indebtedness assumed by the Company or any of its Subsidiaries pursuant to Section 7.02(j) of the Collateral Credit Agreement or their interests therein any organizational document of such Person (although the Company will use its commercially reasonable efforts to endeavor that the organizational documents of a Subsidiary do not contain a restriction on the pledge thereof), (B) if such Person is organized under the laws of any foreign jurisdiction (other than Canada or any province or territory thereof), a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than to take the extent that any such term specified in clause (A) or (B) above is rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other action then-applicable law (including the Bankruptcy Code) or principles of equity) or (C) if such Person is organized under the laws of any foreign jurisdiction (other than Canada or any province or territory thereof), require the consent of a Governmental Authority to permit the grant of a security interest therein (and such consent has not expressly set forth hereinbeen obtained); provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability, breach or termination shall no longer be effective and to the extent severable, shall attach immediately to any portion of such property or other rights that does not result in any of the consequences specified in clause (A), (B) or (C) above and (y) any Margin Stock unless the Secured Parties have made any necessary filings with the FRB in connection therewith and the Pledgors have provided the Pledgee with an executed Form FR U-1; provided further, that each applicable Pledgor shall provide to the Secured Parties notice of the existence of any Margin Stock (other than treasury stock) that would constitute Collateral absent this proviso at the time of delivery of any financial statements required to be delivered pursuant to Section 6.01(a) and 6.01(b) of the Credit Agreement and, thereafter, such Margin Stock shall constitute Collateral to the extent the Secured Parties have made such necessary filings with the FRB in connection therewith and the Pledgors have provided the Pledgee with an executed Form FR U-1.
Appears in 1 contract
Samples: Pledge Agreement (Ciena Corp)
Pledge. To secure the Applicable Obligations of such Pledgor and for the purposes ------ set forth in Section 1, the each Pledgor (i) does hereby grants grant, pledge and assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other relevant Secured Creditors, and does hereby create a first priority continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(i) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(ii) all Securities owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor’s right, title and interest in each limited liability company to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest and any such Pledged LLC, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default); and
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or instruments evidencing such Securities)other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iv) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor’s right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of any such Partnership Interest;
(2) all other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interest;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor’s rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be held exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(vii) all Proceeds of any and all of the foregoing. ; provided that, notwithstanding the foregoing, (1) the Collateral Agent as collateral security for that secures the ObligationsRAI Senior Notes Obligations of a Specified RAI Senior Notes Pledgor shall be limited to Designated RAI Senior Notes Collateral owned by such Specified RAI Senior Notes Pledgor, upon the terms and conditions set forth in this Agreement. The Pledgor all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified RAI Senior Notes Pledgor, and the Collateral Agent acknowledge Proceeds with respect to any item of Collateral owned by a Specified RAI Senior Notes Pledgor that are to be applied to the RAI Senior Notes Obligations shall be limited to Collateral Proceeds resulting from the sale, other disposition of or other realization upon, and other moneys received in respect of, the Designated RAI Senior Notes Collateral of such Specified RAI Senior Notes Pledgor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified RAI Senior Notes Pledgor and (2) in the case of any sale, assignment, transfer or grant of a security interest hereunder by a Restricted Pledgor only, the term “Collateral” shall not include any Collateral held by the (determined as provided herein without regard to this clause (2)) of such Restricted Pledgor other than (x) Collateral Agent is held on behalf of the Secured Creditors. The Seller Creditors agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the security interest type described in clause (i)(bi) in the preceding paragraph shall not entitle them to foreclosure or any of Section 3.1 and (y) all other right or remedy in respect Collateral of the Collateral without type which may be perfected by the consent filling of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof and, to the extent required by applicable law, participate a UCC-1 financing statement in any foreclosure or enforcement proceeding; provided that such participation shall not confer any rights (including any rights relating to the direction of or the providing of consents in connection with any such proceeding) on the Seller Creditors other than as set forth above. The Seller Creditors also agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forth hereinrelevant jurisdiction.
Appears in 1 contract
Pledge. To secure (a) As collateral security for all of his indemnification obligations under Article VIII of the Obligations and for Merger Agreement (the purposes ------ set forth in Section 1"Secured Obligations"), the Pledgor (i) hereby grants to the Collateral Agent for the benefit of (a) the Bank Creditors and the Other Creditors, Pledgee a first priority continuing security interest in and a lien upon, and hereby assigns, transfers, pledges and sets over to the Pledgee (i) the Pledged Shares and the certificates representing the Pledged Shares, (ii) all distributions or payments, whether in cash or in kind, upon or in connection with the Pledged Shares, whether such distributions or payments are by reason of any stock dividend, stock split, spinoff, merger or in partial or complete liquidation, or the result of reclassification, readjustment or any other changes in the capital structure of the Collateral Pledgee or otherwise, (as hereinafter definediii) all subscriptions, warrants, options and any other rights issued upon or in connection with the Pledged Shares, and (iv) all proceeds of the foregoing (collectively, the "Collateral") .
(b) All certificates or instruments representing or evidencing the Seller Creditors, a security interest (which security interest Collateral shall be subject delivered to, and subordinate in all respects held by or on behalf of, the Pledgee pursuant to the security interest described in clause (a) above) in all terms of the Collateral (ii) hereby pledges this Pledge Agreement and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and shall be accompanied by undated stock powers duly executed in blank or by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable or assignment, all in form and substance satisfactory to the Collateral Agent and Pledgee.
(iiic) hereby collaterally assigns, transfers, hypothecates and sets over The Pledgee shall not have any duty with respect to any of the Collateral Agent other than the duty to use reasonable care in the safe custody of the Collateral in its possession and shall not incur any liability whatsoever so long as it has acted in good faith, except for willful misconduct or gross negligence. Without limiting the generality of the foregoing, the Pledgee shall not be under any obligation to take any steps necessary to preserve the value of any of the Collateral or to preserve its or Pledgor's rights in the Collateral or against any other Persons, but may do so at its option, and all expenses incurred in connection therewith shall be for the sole account of the Pledgor.
(d) If necessary, in the opinion of the Pledgee, for the better protection of the Pledgee's right, title and interest in and to such Securities (and rights in and to the certificates or instruments evidencing Collateral and to facilitate the implementation of such Securities)rights, to be held by the Collateral Agent as collateral security for the ObligationsPledgor shall, upon the terms and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held on behalf request of the Secured Creditors. The Seller Creditors agree that, so long as Pledgee made at any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or any other right or remedy in respect time following delivery of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof and, to the extent required by applicable lawPledgee, participate in any foreclosure or enforcement proceeding; provided that such participation shall not confer any rights (including any rights relating to the direction of or the providing of consents in connection with any such proceeding) on the Seller Creditors other than as set forth above. The Seller Creditors also agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, cause all the Collateral Agent to be transferred, registered or otherwise put into the name of Pledgee or such nominee or nominees as the Pledgee shall notfrom time to time direct. To that end, by reason of such security interest of if the Seller Creditors, have any duty, express Pledgee transfers all or implied, to provide any notices to the Seller Creditors in respect a portion of the Collateral into its name or their interests therein the name of its nominee or nominees, the Pledgee shall, upon the request of the Pledgor, unless an Event of Default (as defined below) shall have occurred and be continuing, execute and deliver or cause to take any other action not expressly set forth hereinbe executed and delivered to the Pledgor, proxies with respect to the Collateral.
Appears in 1 contract
Samples: Pledge Agreement (Physician Computer Network Inc /Nj)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority security interest in all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a continuing security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits those Liens permitted to exist with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers respect to the Collateral Agent certificates therefor, duly endorsed pursuant to the terms of all Secured Debt Agreements then in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securitieseffect) in favor of the case Pledgee for the benefit of capital stockthe Secured Creditors in, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in and to such Securities the following, whether now existing or hereafter from time to time acquired (and in and collectively, the “Collateral”):
(a) each of the Collateral Accounts (to the certificates or instruments evidencing such Securitiesextent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in this Agreement. The all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and the Collateral Agent acknowledge that remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the Bank Creditors fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Other Creditors remain outstandingname of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, the Collateral Agent shall not, by reason of not include any Excluded Assets (as such security interest of term is defined in the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forth hereinSecurity Agreement).
Appears in 1 contract
Samples: Pledge Agreement (Central Texas Corridor Hospital Company, LLC)
Pledge. To secure 1.1 The Pledgor hereby pledges with effect from the Obligations and Effective Date, in favour of the Vendors, who accept, the Pledged Shares as security for the purposes ------ set forth in Section 1due and punctual payment of the Secured Obligations.
1.2 In constitution of the Pledge, the Pledgor shall within ten (i10) hereby grants calendar days from the Effective Date, deliver the share certificates relating to the Collateral Agent for the benefit of (a) the Bank Creditors and the Other Creditors, a first priority security interest in all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects Pledged Shares to the security interest described in clause (a) above) in all of Vendors, who accept to hold the Collateral (ii) hereby pledges Pledged Shares and deposits with certificates under the Collateral Agent terms hereof.
1.3 The Parties expressly agree that the Securities owned by the Pledgor on the date hereof, and delivers Pledge is being granted to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer Vendors as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to such Securities (and in and to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Secured Obligations, .
1.4 The Pledge confers upon the Vendors the right to obtain payment out of the Pledged Shares with privilege over other creditors as provided by Greek law and a right of retention over the Pledged Shares which entitle the Vendors to retain the benefits under this Agreement until such time as the full amount of the Secured Obligations shall have been paid in full.
1.5 Subject to the terms and conditions set forth provision this Agreement, the Pledge shall extend to and include all dividends and all shares (and dividends in respect thereof), rights, monies or other property accruing or offered at any time by way of redemption, substitution, bonus, preference, option or otherwise to or in respect of any of the Pledged Shares and all allotments, accretions, offered and other rights, benefits and advantages whatsoever at any time accruing, made, offered or arising in respect of any of the Pledged Shares.
1.6 Nothing in this Agreement. The Agreement shall be construed as placing on the Vendors, or either of them, prior to the eventual disposal or appropriation of the Pledged Shares, any liability whatsoever in respect of any calls, instalments or other payments relating to any of the Pledged Shares or to any rights, shares or other securities accruing, offered or arising as aforesaid, and the Pledgor and the Collateral Agent acknowledge that Purchasers shall at all Collateral held by times indemnify and hold harmless the Collateral Agent is held on behalf of Vendors against and from all demands made against either the Secured Creditors. The Seller Creditors agree that, so long as any of the Obligations owing to the Bank Creditors Pledgor or the Other Creditors remain outstandingPledged Shares, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure payments made by it, and costs, expenses, damages, losses or other liabilities incurred or suffered by it at any other right or remedy time in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof and, to the extent required by applicable law, participate in any foreclosure or enforcement proceeding; provided that such participation shall not confer any rights (including any rights relating to the direction of or the providing of consents in connection with any such proceeding) on the Seller Creditors calls, instalments or other than payments as set forth above. The Seller Creditors also agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forth hereinaforesaid.
Appears in 1 contract
Pledge. To secure the Obligations and for the purposes ------ set forth in Section 1now or hereafter owed or to be performed by such Pledgor, the Pledgor (i) applicable Pledgor, as indicated below, does hereby grants grant and pledge to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) in the case of the Borrower and DSS III, respectively, the applicable Earnings Account held in its name, together with all of such Securities (Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings evidencing the certificates Earnings Accounts (collectively, the “Earnings Account Collateral”);
(b) in the case of all Stock of each Subsidiary Guarantor that is a Collateral Vessel Owner, each a “Pledged Subsidiary”) and is owned by a Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Stock of any such Pledged Subsidiary;1
(c) all Limited Liability Company Interests in any Pledged Subsidiary owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or instruments evidencing such Securities)hereafter acquired, including, without limitation, to be held by the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held on behalf provisions of the Secured Creditors. The Seller Creditors agree thatdocuments and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in all profits, so long as losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or any other right or remedy time be entitled in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors such Limited Liability Company Interests;
(B) all other payments due or to receive proceeds as described in Sections 7 and 9 hereof and, become due to the extent required by applicable law, participate in any foreclosure or enforcement proceeding; provided that such participation shall not confer any rights (including any rights relating to the direction of or the providing of consents in connection with any such proceeding) on the Seller Creditors other than as set forth above. The Seller Creditors also agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors Pledgor in respect of the Collateral Limited Liability Company Interests, whether under any limited liability company agreement or their interests therein otherwise, whether as contractual obligations, damages, insurance proceeds or to take any other action not expressly set forth herein.otherwise;
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority security interest in all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a continuing security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits those Liens permitted to exist with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers respect to the Collateral Agent certificates therefor, duly endorsed pursuant to the terms of all Secured Debt Agreements then in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securitieseffect) in favor of the case Pledgee for the benefit of capital stockthe Secured Creditors in, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in and to such Securities the following, whether now existing or hereafter from time to time acquired (and in and collectively, the “Collateral”): each of the Collateral Accounts (to the certificates or instruments evidencing such Securitiesextent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities; all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: all its capital therein and its interest in this Agreement. The all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; all of its claims, rights, powers, privileges, authority, options, security interests, liens and the Collateral Agent acknowledge that remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any such limited liability company in connection with such Limited Liability Company Interests for monies loaned or advanced, for services rendered or otherwise; all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceeding) on of the Seller Creditors foregoing; and all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof; all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests; all other payments due or their interests therein to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; all present and future claims, if any, of such Pledgor against any such partnership in connection with such Partnership Interests for monies loaned or advanced, for services rendered or otherwise; all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth hereinlimited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; all Financial Assets and Investment Property owned by such Pledgor from time to time; all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and all Proceeds of any and all of the foregoing; provided that (x) no Pledgor shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Equity Interests of any Exempted Foreign Entity, (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x) and (z) no Pledgor shall be required to pledge the Equity Interests of Western Money Systems until such Equity Interests are required to be pledged pursuant to Section 13.20 of the Credit Agreement.
Appears in 1 contract
Samples: Pledge Agreement (Global Cash Access Holdings, Inc.)
Pledge. To secure 1.1 The Pledgor hereby pledges with effect from the Obligations and Effective Date, in favour of the Vendors, who accept, the Pledged Shares as security for the purposes ------ set forth in Section 1due and punctual payment of the Secured Obligations.
1.2 In constitution of the Pledge, the Pledgor shall within ten (i10) hereby grants calendar days from the Effective Date, deliver the share certificates relating to the Collateral Agent for the benefit of (a) the Bank Creditors and the Other Creditors, a first priority security interest in all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects Pledged Shares to the security interest described in clause (a) above) in all of Vendors, who accept to hold the Collateral (ii) hereby pledges Pledged Shares and deposits with certificates under the Collateral Agent terms hereof.
1.3 The Parties expressly agree that the Securities owned by the Pledgor on the date hereof, and delivers Pledge is being granted to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer Vendors as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to such Securities (and in and to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Secured Obligations, .
1.4 The Pledge confers upon the Vendors the right to obtain payment out of the Pledged Shares with privilege over other creditors as provided by Greek law and a right of retention over the Pledged Shares which entitle the Vendors to retain the benefits under this Agreement until such time as the full amount of the Secured Obligations shall have been paid in full.
1.5 Subject to the terms and conditions set forth provisions of this Agreement, the Pledge shall extend to and include all dividends and all shares (and dividends in respect thereof), rights, monies or other property accruing or offered at any time by way of redemption, substitution, bonus, preference, option or otherwise to or in respect of any of the Pledged Shares and all allotments, accretions, offered and other rights, benefits and advantages whatsoever at any time accruing, made, offered or arising in respect of any of the Pledged Shares.
1.6 Nothing in this Agreement. The Agreement shall be construed as placing on the Vendors, or either of them, prior to the eventual disposal or appropriation of the Pledged Shares, any liability whatsoever in respect of any calls, instalments or other payments relating to any of the Pledged Shares or to any rights, shares or other securities accruing, offered or arising as aforesaid, and the Pledgor and the Collateral Agent acknowledge that Purchasers shall at all Collateral held by times indemnify and hold harmless the Collateral Agent is held on behalf of Vendors against and from all demands made against either the Secured Creditors. The Seller Creditors agree that, so long as any of the Obligations owing to the Bank Creditors Pledgor or the Other Creditors remain outstandingPledged Shares, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure payments made by it, and costs, expenses, damages, losses or other liabilities incurred or suffered by it at any other right or remedy time in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof and, to the extent required by applicable law, participate in any foreclosure or enforcement proceeding; provided that such participation shall not confer any rights (including any rights relating to the direction of or the providing of consents in connection with any such proceeding) on the Seller Creditors calls, instalments or other than payments as set forth above. The Seller Creditors also agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forth hereinaforesaid.
Appears in 1 contract
Pledge. To secure the Obligations and for now or hereafter owed or to be performed by the purposes ------ set forth in Section 1Pledgor, the Pledgor (i) does hereby grants grant, pledge and assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in and to such Securities the following, whether now existing or hereafter from time to time acquired (and in and collectively, but subject to the certificates terms of the proviso to this Section 3.1, the “Collateral”):
(a) the Limited Liability Company Interests owned by the Pledgor from time to time and all of its right, title and interest in the Limited Liability Company, whether now existing or instruments evidencing such Securities)hereafter acquired, including, without limitation, to be held by the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held on behalf provisions of the Secured Creditors. The Seller Creditors agree thatdocuments and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in all profits, so long as losses, Limited Liability Company Assets and other distributions to which the Pledgor shall at any time be entitled in respect of the Obligations owing such Limited Liability Company Interests;
(B) all other payments due or to become due to the Bank Creditors Pledgor in respect of Limited Liability Company Interests, whether under the limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under the Other Creditors remain outstandinglimited liability company agreement or operating agreement, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or any other right at law or remedy otherwise in respect of the Collateral without the consent Limited Liability Company Interests;
(D) all present and future claims, if any, of the Bank Creditors and Pledgor against any the Other CreditorsLimited Liability Company for monies loaned or advanced, provided that the foregoing shall in no event limit the right for services rendered or otherwise;
(E) all of the Seller Creditors Pledgor’s rights under the limited liability company agreement or operating agreement or at law to receive proceeds as described in Sections 7 exercise and 9 hereof andenforce every right, to power, remedy, authority, option and privilege of the extent required by applicable law, participate in any foreclosure or enforcement proceeding; provided that such participation shall not confer any rights (including any rights Pledgor relating to the direction Limited Liability Company Interests, including any power to terminate, cancel or modify the limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the Pledgor in respect of the Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the providing of consents foregoing or for the Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any such proceedingof the foregoing; and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(b) all Security Entitlements owned by the Collateral or their interests therein or Pledgor from time to take time in any other action not expressly set forth hereinand all of the foregoing; and
(c) all Proceeds of any and all of the foregoing.
Appears in 1 contract
Pledge. (a) To secure the Obligations of such Pledgor and for the purposes ------ set forth in Section 11 hereof, the each Pledgor hereby (i) hereby grants to the Collateral Agent for the benefit of (a) the Bank Creditors and the Other Creditors, Pledgee a first priority continuing security interest in all of the Collateral (as hereinafter defined) and (b) the Seller Creditorsowned by such Pledgor, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits as security with the Collateral Agent Pledgee, the Securities owned by the such Pledgor on the date hereof, and delivers to the Collateral Agent Pledgee certificates thereforor instruments therefor (in the case of certificated Securities), duly endorsed in blank by such Pledgor in the case of promissory notes Notes and accompanied by undated stock or other powers duly executed in blank by the such Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, other certificated Securities or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and Pledgee, (iii) hereby collaterally assigns, transfers, hypothecates hypothecates, mortgages, charges and sets over to the Collateral Agent Pledgee all of the such Pledgor's right, title and interest in and to such Securities (and in and to the all certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, Pledgee upon the terms and conditions set forth in this Agreement. The Agreement and (iv) transfers and assigns to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(i) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets (as defined below), LLC Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of any such Collateral;
(ii) all other payments due or to become due to such Pledgor in respect of any such Collateral, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(iii) all of its claims, rights, powers, privileges, authority, options, security interest, liens and the Collateral Agent acknowledge that remedies, if any, under any partnership agreement, limited liability company agreement or other agreement or at law or otherwise in respect of any such Collateral;
(iv) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any Pledged Partnership or any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(v) all of such Pledgor's rights under any partnership agreement, limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest or Membership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of such Pledgor in respect of such Partnership Interest or Membership Interest and any Pledged Entity to make determinations, so long as to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause for any Partnership Asset (i)(bas defined below) in the preceding paragraph shall not entitle them to foreclosure or any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds LLC Asset (as described in Sections 7 and 9 hereof anddefined below), to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing;
(vi) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, distributions, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof; and
(vii) to the Collateral extent not otherwise included, all proceeds of any or their all of the foregoing.
(b) As used herein, the term "Partnership Assets" and "LLC Assets" shall mean, respectively, all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all partnership and limited liability company capital and interests therein in other partnerships and limited liability companies), at any time owned by any Pledged Partnership or to take Pledged LLC or represented by any other action not expressly set forth hereinPartnership Interest or Membership Interest.
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create, in each case a first priority continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in all of the right, title and interest of such Pledgor in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in any such Collateral Account, and all investments and all certificates and other Instruments (as hereinafter definedincluding depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) the Seller Creditors, a security interest all Securities held or owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(which security interest shall be subject c) all Limited Liability Company Interests held or owned by such Pledgor from time to time and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to such Securities (take any and in and to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon the terms and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests held or owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the Collateral capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or their interests therein to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth hereinlimited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Financial Assets and Investment Property of such Pledgor from time to time;
(f) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1 or in Section 3.3 hereof, (x) except as otherwise provided in Section 7.10 of the Credit Agreement, no Pledgor (to the extent that it is a Borrower or a Domestic Subsidiary of a Borrower) shall be required at any time to pledge hereunder, and clause (b) above shall not apply to, more than 65% of the Voting Stock of any Foreign Corporation, (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation and (z) in no event shall the term "Collateral" include, and no Pledgor shall be required to pledge, (I) the Stock of CanCo (until such time as such Stock is no longer subject to the terms of the Campbell Can Pledge Agreement or otherwise prohibited to be pledgex xxxxxxder by any of the Campbell Can Acquisition Documents) or (II) any Excluded Equity Inxxxxxxx (except as otherwise provided in the definition thereof).
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority security interest in all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a continuing security interest (which security interest shall be subject and subordinate in all respects only to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits those Liens permitted to exist with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers respect to the Collateral Agent certificates therefor, duly endorsed pursuant to the terms of all Secured Debt Agreements then in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securitieseffect) in favor of the case Pledgee for the benefit of capital stockthe Secured Creditors in, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in and to such Securities the following, whether now existing or hereafter from time to time acquired (and in and collectively, the “Collateral”):
(a) each of the Collateral Accounts (to the certificates or instruments evidencing such Securitiesextent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time represent-ing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, including, without limitation, to the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in this Agreement. The all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability com-pany agreement or otherwise, whether as contractual obligations, damages, insur-ance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, secur-ity interests, liens and the Collateral Agent acknowledge that remedies, if any, under any limited liability company agree-ment or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services ren-dered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agree-ment or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (includ-ing, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addi-tion to any of the Obligations owing foregoing, all certificates and instruments representing or evi-denc-ing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, including, without limitation, to the Collateral fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or their interests therein to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or oper-at-ing agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(f) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, no Pledgor shall be required at any time to pledge hereunder more than 65% of the Voting Equity Interest of any Foreign Corporation; provided that each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Equity Interest at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 1 contract
Samples: Pledge Agreement (RCN Corp /De/)
Pledge. To secure the Obligations and for the purposes ------ set forth in Section 1now or hereafter owed or to be performed by such Pledgor, the Pledgor (i) applicable Pledgor, as indicated below, does hereby grants grant and pledge to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors Secured Parties, and the Other Creditors, does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Parties in, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) in the case of each Pledgor listed on Annex F, the applicable Earnings Account held in its name, together with all of such Securities (Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings evidencing the certificates Earnings Accounts (collectively, the “Earnings Account Collateral”);
(b) all Stock of each Subsidiary Guarantor (each a “Pledged Subsidiary”) owned by a Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Stock of any such Pledged Subsidiary;
(c) all Limited Liability Company Interests in any Pledged Subsidiary owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or instruments evidencing such Securities)hereafter acquired, including, without limitation, to be held by the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in this Agreement. The all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of such Xxxxxxx’s claims, rights, powers, privileges, authority, options, security interests, liens and the Collateral Agent acknowledge that remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests in any Pledged Subsidiary owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or their interests therein to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth hereinlimited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(e) all Proceeds of any and all of the foregoing.
Appears in 1 contract
Samples: Revolving Credit Agreement (International Seaways, Inc.)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon the terms take any and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the Collateral capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or their interests therein to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth hereinlimited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(e) all Proceeds of any and all of the foregoing. Nothing in this Agreement is to be construed as a pledge of any tangible or intangible asset or right of a Regulated Insurance Company, however, this Agreement includes the pledge of capital stock of each Regulated Insurance Company. [Notwithstanding anything to the contrary contained herein (i) SNIG is not pledging any capital stock of SNCHC or its general partnership interest in SNAC and (ii) SNCHC is not pledging its general partnership interest in SNAC.]
Appears in 1 contract
Samples: Pledge Agreement (Superior National Insurance Group Inc)
Pledge. To secure the punctual payment or performance of all and each and every part of the Obligations and for now or hereafter owed or to be paid or performed by the purposes ------ set forth in Section 1Pledgor, the Pledgor (i) does hereby grants grant, pledge and assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority continuing security interest and Lien (subject to Liens from time to time permitted to exist with respect to the Collateral pursuant to the Loan Documents from time to time in effect) in favor of the Pledgee for the benefit of the Secured Creditors in all of the rights, title and interests of the Pledgor in and to each of the following, whether now existing or hereafter from time to time created, arising or acquired (collectively, the "COLLATERAL"):
(a) each of the Collateral Accounts of the Pledgor, including any and all of the Property of whatsoever type or kind from time to time deposited by the Pledgor in each such Collateral Account, whether such Property is now owned or existing or is hereafter created or acquired, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or by any of the other Loan Documents to be deposited in such Collateral Account, and all Investments and all certificates and other Instruments (as hereinafter definedincluding depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other Property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned or acquired by the Pledgor on from time to time (but excluding any Stock of Subsidiaries, except for the date hereofChiqxxxx Xxxth Pacific Equity, and delivers to also excluding any Notes payable by Subsidiaries of the Collateral Agent certificates thereforPledgor, duly endorsed in blank in other than the case of promissory notes Chiqxxxx Xxxth Pacific Note and accompanied by undated stock powers duly executed in blank the Friday Note);
(c) all Limited Liability Company Interests owned or acquired by the Pledgor from time to time (and accompanied by including those in Friday, but excluding those in any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all limited liability company that is a Subsidiary of the Pledgor's , and also excluding those in any limited liability company that is not a Subsidiary of the Pledgor to the extent (and only to the extent) that such Limited Liability Company Interests may not be pledged hereunder without violating the terms of the operating agreement or other Governing Documents of such limited liability company) and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter created, arising or acquired, including, without limitation:
(i) all of its capital therein and all of its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(ii) all other payments due or to become due to the Pledgor in respect of such Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages or otherwise;
(iii) all of its claims, rights, powers, privileges, authority, options, security interests, Liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law, or otherwise in respect of such Limited Liability Company Interests;
(iv) all present and future claims, if any, of the Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(v) all of the Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any Instruments and to such Securities (take any and in and to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon the terms and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of the Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Assets, to the extent required by applicable lawenforce or execute any checks or other Instruments or orders, participate in to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(vi) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as Property from time to time hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and Instruments representing or evidencing such other Property, and all cash, Securities, interest, dividends, rights and other Property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests owned or acquired by the Collateral Pledgor from time to time (excluding those in any partnership that is a Subsidiary of the Pledgor, and also excluding those in any partnership that is not a Subsidiary of the Pledgor to the extent (and only to the extent) that such Partnership Interests may not be pledged hereunder without violating the terms of the partnership agreement or their interests other Governing Documents of such partnership) and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter created, arising or acquired, including, without limitation:
(i) all of its capital therein and all of its interest in all profits, losses, Partnership Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interests;
(ii) all other payments due or to become due to the Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages or otherwise;
(iii) all of its claims, rights, powers, privileges, authority, options, security interests, Liens and remedies, if any, under any partnership agreement or operating agreement, or at law, or otherwise in respect of such Partnership Interests;
(iv) all present and future claims, if any, of the Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(v) all of the Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any Instruments and to take any and all other action on behalf of and in the name of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth hereinlimited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Assets, to enforce or execute any checks, or other Instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(vi) all other Property from time to time hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and Instruments representing or evidencing such other Property, and all cash, Securities, interest, dividends, rights and other Property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements owned or acquired by the Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property owned or acquired by the Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing; PROVIDED, HOWEVER, that notwithstanding anything in this Agreement or in any of the other Collateral Documents to the contrary, the Pledgor shall NOT be required to pledge, and the term "COLLATERAL" shall be deemed NOT to include:
(i) any Equity Interests now owned or hereafter acquired by the Pledgor in any Persons which are or (in connection with such acquisition) become Subsidiaries of the Pledgor, other than the Pledgor's Limited Liability Company Interests in Friday and the Chiqxxxx Xxxth Pacific Equity that it shall own or from time to time acquire;
(ii) the Equity Interests of the Pledgor in Lindxxxxx and Securities Transfer;
(iii) the Pledgor's interest in any Note issued by Lindxxxxx xx Securities Transfer or by any Subsidiary of the Pledgor to the Pledgor, other than the Chiqxxxx Xxxth Pacific Note and the Friday Note, each of which is pledged hereunder; or
(iv) the Pledgor's interest in any Securities that are held in accounts which are opened and maintained by the Pledgor as a fiduciary for its employees or otherwise in connection with the Pledgor's employee benefits plans, and specifically, any Securities included in the "Capital Appreciation Plan" of the Pledgor.
Appears in 1 contract
Samples: Pledge Agreement (Chiquita Brands International Inc)
Pledge. To secure the Obligations now or hereafter owed by such Pledgor, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants collaterally assign to the Collateral Agent Pledgee, for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in and to such Securities the following, whether now existing or hereafter from time to time acquired (and in and collectively, the “Collateral”):
(a) each of the Collateral Accounts (to the certificates or instruments evidencing such Securitiesextent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities directly owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(c) all Limited Liability Company Interests directly owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in this Agreement. The all profits, income, surpluses, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and the Collateral Agent acknowledge that remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andforegoing, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests directly owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or their interests therein to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth herein.limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(f) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(g) all Proceeds of any and all of the foregoing;
Appears in 1 contract
Samples: Pledge Agreement (Radio One, Inc.)
Pledge. To secure the Obligations and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants to the Collateral Agent for the benefit of (a) The Pledgor hereby confirms that pursuant to the Bank Creditors Existing LLC Pledge Agreement the Pledgor transferred, pledged and assigned to the Other CreditorsPledgee, and granted to the Pledgee a first priority security interest in in, all of the Collateral (as hereinafter defined) right, title and (b) interest of the Seller Creditors, a security interest (which security interest shall be subject Pledgor in and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned following, whether now existing or hereafter from time to time acquired by the Pledgor (collectively, the "Collateral"); and the Pledgor does hereby repeat and confirm, on and as of the date hereof, such transfer, pledge, assignment and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case grant of promissory notes a first priority security interest:
(i) all Limited Liability Company Interests and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in the Issuer, including, without limitation:
(A) all the capital thereof and the Pledgor's interest in all profits, losses, Limited Liability Company Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to the Pledgor in respect of such Limited Liability Company Interests, whether under the Limited Liability Company Agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of the Pledgor's claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under the Limited Liability Company Agreement or otherwise, or at law or otherwise in respect of Limited Liability Company Interests;
(D) all of the Pledgor's rights under the Limited Liability Company Agreement or at law or otherwise to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify the Limited Liability Company Agreement, if any, to execute any instruments and to such Securities (take any and in and to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon the terms and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of the Pledgor in respect of such Limited Liability Company Interests and the Issuer, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or give receipt for any of the Obligations owing foregoing or to the Bank Creditors or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them file any claims and to foreclosure or take any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof and, to the extent required by applicable law, participate in any foreclosure or enforcement proceeding; provided that such participation shall not confer any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(E) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, distributions rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(ii) to the Bank Creditors extent that the Pledgor shall at any time have any right, title or interest therein, all shares of Capital Stock of NEG, Inc.; and
(iii) all Proceeds of any and all of the Other Creditors remain outstandingforegoing. The foregoing transfer, pledge, assignment and grant of a first priority security interest is made to secure the Collateral Agent shall notprompt and complete payment and performance when due of all Tranche A Secured Obligations.
(b) The Pledgor does hereby transfer, by reason pledge and assign to the Pledgee, and does hereby grant to the Pledgee a second priority security interest in, all of such security the right, title and interest of the Seller CreditorsPledgor in all Collateral whether now existing or hereafter acquired by the Pledgor. The foregoing transfer, have any dutypledge, express or implied, assignment and grant of a second priority security interest is made to provide any notices secure the prompt and complete payment and performance when due of the Tranche B Secured Obligations.
(c) The security interest granted in Section 3.1(a) shall be senior in priority to the Seller Creditors security interest granted in respect of the Collateral or their interests therein or to take any other action not expressly set forth hereinSection 3.1(b).
Appears in 1 contract
Samples: LLC Pledge Agreement (Pg&e Corp)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority security interest in all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a continuing security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits those Liens permitted to exist with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers respect to the Collateral Agent certificates therefor, duly endorsed pursuant to the terms of all Secured Debt Agreements then in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securitieseffect) in favor of the case Pledgee for the benefit of capital stockthe Secured Creditors in, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) all Stock of each of the Borrowers or any Subsidiary Guarantor owned or held by such Securities Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Stock;
(b) all Limited Liability Company Interests of each of the Borrowers or any Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in and each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in this Agreement. The all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability com-pany agreement or otherwise, whether as contractual obligations, damages, insur-ance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, secur-ity interests, liens and the Collateral Agent acknowledge that remedies, if any, under any limited liability company agree-ment or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services ren-dered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(c) all Partnership Interests in each of the Collateral Borrowers or their interests any Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or oper-at-ing agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth hereinlimited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(d) all Proceeds of any and all of the foregoing.
Appears in 1 contract
Pledge. To secure the Obligations and for the purposes ------ set forth in Section 1, the now or hereafter owed or to be performed by such Pledgor (ibut subject to clause (x) of the proviso at the end of this Section 3.1 in the case of Voting Equity Interests of Exempted Foreign Entities pledged hereunder), each Pledgor does hereby grants grant, pledge and assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority security interest in all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a continuing security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits those Liens permitted to exist with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers respect to the Collateral Agent certificates therefor, duly endorsed pursuant to the terms of all Secured Debt Agreements then in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securitieseffect) in favor of the case Pledgee for the benefit of capital stockthe Secured Creditors in, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in and to such Securities the following, whether now existing or hereafter from time to time acquired (and in and collectively, the "Collateral"):
(a) each of the Collateral Accounts (to the certificates or instruments evidencing such Securitiesextent a security interest therein is not created pursuant to the U.S. Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in this Agreement. The all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and the Collateral Agent acknowledge that remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or their interests therein to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth herein.limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(f) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(g) all Proceeds of any and all of the foregoing; provided that (A) to the extent Voting Equity Interests of any Exempted Foreign Entity is pledged hereunder which represents more than 65% of the total combined voting power of all classes of Voting Equity Interests of the respective Exempted Foreign Entity (with all Voting Equity Interests of the respective Exempted Foreign Entity in excess of said 65% limit being herein called "Excess Exempted Foreign Entity Equity Interests"), such Excess Exempted Foreign Entity Equity Interests shall secure Obligations of the respective Pledgor only as a guarantor of the Obligations of the Canadian Borrower, and shall not secure any direct
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create (and, to the extent the following constitutes "Collateral" under, and as defined in, the Original Pledge Agreement, does hereby reconfirm (without interruption) its creation, grant, pledge and assignment to the Pledgee under the Original U.S. Pledge Agreement of) a first priority continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of Secured Creditors, in all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to such Securities the following, whether now existing or hereafter from time to time acquired (and in and collectively, the "COLLATERAL"):
(a) each of the Collateral Accounts (to the certificates or instruments evidencing such Securitiesextent a security interest therein is not created pursuant to the U.S. Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be held deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in this Agreement. The all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and the Collateral Agent acknowledge that remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or their interests therein to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth hereinlimited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property owned by such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing.
Appears in 1 contract
Samples: u.s. Pledge Agreement (Williams Scotsman of Canada Inc)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the Collateral (as hereinafter defined) right, title and (b) the Seller Creditors, a security interest (which security interest shall be subject in and subordinate in all respects to the security interest described in clause following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) above) in all of the Collateral (ii) hereby pledges and deposits Concentration Accounts, together with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings evidencing the Concentration Accounts;
(b) all Stock of any Subsidiary Guarantor owned by such Securities Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Stock of any Subsidiary Guarantor;
(c) all Limited Liability Company Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in and each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in this Agreement. The all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of such Pledgor's claims, rights, powers, privileges, authority, options, security interests, liens and the Collateral Agent acknowledge that remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or their interests therein to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth hereinlimited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(e) all Proceeds of any and all of the foregoing.
Appears in 1 contract
Samples: Pledge and Security Agreement (General Maritime Corp/)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in this Agreement. The all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and the Collateral Agent acknowledge that remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of any such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all its capital therein and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(G) all Financial Assets and Investment Property of such Pledgor from time to time;
(H) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing; and
(I) all Proceeds of any and all of the foregoing; provided that (x) no Pledgor shall be required at any time to pledge hereunder, and the pledge granted hereunder shall not be deemed to extend to, more than 65% of the total combined voting power of all classes of Voting Stock of any Exempted Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock of each Exempted Foreign Corporation at any time and from time to time acquired by such Pledgor, which Non-Voting Stock shall not be subject to the Bank Creditors or the Other Creditors remain outstanding, the security interest limitations described in clause (i)(bx). Notwithstanding anything to the contrary contained herein, (I) in the preceding paragraph Collateral shall not entitle them to foreclosure or at no time include any other right or remedy in respect items which would at such time constitute Excluded Collateral, and (II) the relative rights and remedies of the Collateral without Pledgee shall be subject to and governed by the consent terms of the Bank Creditors Intercreditor Agreement at any time the Intercreditor Agreement is in effect. In the event of any inconsistency between the terms hereof and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof and, to the extent required by applicable law, participate in any foreclosure or enforcement proceeding; provided that such participation shall not confer any rights (including any rights relating to the direction of or the providing of consents in connection with any such proceeding) on the Seller Creditors other than as set forth above. The Seller Creditors also agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstandingIntercreditor Agreement, the Collateral Agent Intercreditor Agreement shall not, by reason of such security interest of control at any time the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors Intercreditor Agreement is in respect of the Collateral or their interests therein or to take any other action not expressly set forth hereineffect.
Appears in 1 contract
Samples: Pledge Agreement (EnerSys)
Pledge. To secure the Obligations now or hereafter owed or to be performed, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority security interest in all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a continuing security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits those Liens permitted to exist with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers respect to the Collateral Agent certificates therefor, duly endorsed pursuant to the terms of all Secured Debt Agreements then in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securitieseffect) in favor of the case Pledgee for the benefit of capital stockthe Secured Creditors in, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(i) all Limited Liability Company Interests owned by such Securities (Pledgor from time to time and all of its right, title and interest in and each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in this Agreement. The all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and the Collateral Agent acknowledge that remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(ii) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or their interests therein to become due such Pledgor in respect of Partnership Interests, whether under any partnership agreement or operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth hereinlimited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(iii) all Proceeds of any and all of the foregoing.
Appears in 1 contract
Pledge. To secure the Obligations and As security for the purposes ------ set forth in Section 1Obligations, each Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto the Pledgor (i) hereby grants to the Collateral Agent for the benefit of (a) the Bank Creditors and the Other CreditorsLenders, a first priority security interest in all Pledged Securities now owned or hereafter acquired by it; provided, however, that notwithstanding anything herein to the contrary, any Pledged Securities representing shares of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest Foreign Borrower or any Additional Foreign Subsidiary shall be subject and subordinate in all respects pledged by the Parent (or appropriate Debtor) (i) as to 66% thereof to secure the security interest described in clause (a) above) in all Obligations of the Collateral Parent as the Domestic Borrower or the Obligations of such appropriate Guarantor of the Domestic Loans and (ii) hereby pledges and deposits with as to 100% thereof to secure the Collateral Obligations of the Parent (or appropriate Debtor) as a Guarantor (or Borrower) of the Foreign Loans. On the Closing Date, the Pledgors shall deliver to the Agent the Securities owned definitive instruments representing all Pledged Securities, accompanied by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates thereforexecuted undated stock powers, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly or executed in blank by the Pledgor (appropriate Pledgor, and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer or documents as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to such Securities (and in and to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon the terms and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held on behalf of the Secured CreditorsLenders or its counsel shall reasonably request. The Seller Creditors agree that, so long as any Each Pledgor hereby represents and warrants to the Agent and the Lenders that (i) there are no restrictions on the transfer of such Pledgor's portion of the Obligations owing Pledged Securities which limit its ability to pledge such shares to the Bank Creditors or Agent hereunder, (ii) there are no restrictions on the Other Creditors remain outstandingtransfer of such shares by the Agent upon the occurrence of an Event of Default except for restrictions created herein, the security interest described in clause (i)(b) under applicable securities laws or, as to shares of NBV, any mandatory share transfer restriction which requires compliance with certain formalities to effectuate a transfer in the preceding paragraph shall not entitle them event of foreclosure, (iii) such Pledgor has good title to foreclosure or any other right or remedy in respect the respective shares of the Collateral Pledged Securities pledged hereby, (iv) the Pledged Securities that such Pledgor is pledging hereunder are not subject to any prior Liens, and (v) such Pledgor has the right to pledge the Pledged Securities that it is pledging hereunder free of any Liens and without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof and, to the extent required by applicable law, participate in any foreclosure or enforcement proceeding; provided that such participation shall not confer any rights (including any rights relating to the direction of or the providing of consents in connection with any such proceeding) on the Seller Creditors other than as set forth above. The Seller Creditors also agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason creditors of such security interest of the Seller Creditors, have any duty, express Pledgor or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forth hereinPerson or any Governmental Authority whatsoever.
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to such Securities the following, whether now existing or hereafter from time to time acquired (and in and collectively, the "Collateral"):
(a) each of the Collateral Accounts (to the certificates or instruments evidencing such Securitiesextent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in this Agreement. The all profits, income, surplus, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and the Collateral Agent acknowledge that remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such proceedingother property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Seller Creditors name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evi- dencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(f) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1 or in Section 3.3 hereof, (x) except as otherwise provided in subsection 6.11 of the Credit Agreement, no Pledgor (to the extent that it is a Domestic Subsidiary of Holdings) shall be required at any time to pledge hereunder (and the Collateral of such Pledgor shall not include) more than as set forth above. The Seller Creditors also agree that, 65% of the Voting Stock of any Foreign Corporation and (y) so long as it does not cause any materially adverse tax consequences to Holdings or any of the Obligations owing its Subsidiaries, each Pledgor shall be required to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by reason such Pledgor of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forth hereinForeign Corporation.
Appears in 1 contract
Samples: Pledge Agreement (Dominos Inc)
Pledge. To secure the Obligations now or hereafter owed or to be ------ performed by such Pledgor, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors Secured Parties, and the Other Creditors, does hereby create a first priority continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Parties in, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) each of the Collateral Accounts (to the extent a security interest therein is not created pursuant to the Borrower Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all its capital therein and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon the terms take any and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of the Collateral or their interests in exchange for any or all thereof;
(d) all Partnership Interests of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all its capital therein and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth hereinlimited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing; provided that (x) except to the extent provided by subsection 6.11 of -------- the Credit Agreement, no Pledgor shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 1 contract
Samples: Pledge Agreement (Dominos Pizza Government Services Division Inc)
Pledge. (a) To secure the all Obligations of such Pledgor and for the purposes ------ set forth in Section 11 hereof, the each Pledgor hereby: (i) hereby grants to the Collateral Agent Pledgee for the benefit of (a) the Bank Secured Creditors and the Other Creditors, a first priority security interest in all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral owned by such Pledgor; (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers collaterally assigns to the Collateral Agent certificates therefor, duly endorsed in blank in Pledgee for the case benefit of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge Secured Creditors all of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent Pledgor’s Pledged Limited Liability Company Interests and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the such Pledgor's ’s right, title and interest in each Pledged Limited Liability Company, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets (as defined below) and other distributions to which such Securities (and in and to the certificates or instruments evidencing such Securities), to Pledgor shall at any time be held by the Collateral Agent as collateral security for the Obligations, upon the terms and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held on behalf of the Secured Creditors. The Seller Creditors agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or any other right or remedy entitled in respect of the Collateral without the consent such Pledged Limited Liability Company Interests;
(B) all other payments due or to become due such Pledgor in respect of the Bank Creditors Pledged Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and the Other Creditorsremedies, provided that the foregoing shall if any, under any limited liability company agreement or operating agreement, or at law or otherwise in no event limit the right respect of the Seller Creditors to receive proceeds such Pledged Limited Liability Company Interests (except any rights as described in Sections 7 and 9 hereof andmanaging member of a limited liability company which is not a Wholly-Owned Subsidiary, to the extent required by the applicable lawlimited liability company agreement or operating agreement contains an enforceable prohibition against the creation of a security interest in such rights);
(D) all present and future claims, participate in if any, of such Pledgor against any foreclosure Pledged Limited Liability Company for moneys loaned or enforcement proceeding; provided that advanced, for services rendered or otherwise;
(E) subject to Section 5 hereof, all of such participation shall not confer Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Pledged Limited Liability Company Interest (except any rights (as managing member of a limited liability company which is not a Wholly-Owned Subsidiary, to the extent the applicable limited liability company agreement or operating agreement contains an enforceable prohibition against the creation of a security interest in such rights), including any rights relating power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the direction name of such Pledgor in respect of such Pledged Limited Liability Company Interest and any Pledged Limited Liability Company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the providing of consents foregoing or for any Limited Liability Company Assets, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any such proceedingof the foregoing;
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all of the Collateral foregoing; and
(G) to the extent not otherwise included, all proceeds of any or their interests therein or all of the foregoing; and (ii) transfers and assigns to take any other action not expressly set forth herein.the Pledgee for the benefit of the Secured Creditors such Pledgor’s Pledged Partnership Interests and all of such Pledgor’s right, title and interest in each Pledged Partnership including, without limitation:
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or to be performed, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority continuing security interest (subject to those liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Securities Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Stock or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Stock of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon the terms take any and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the Collateral capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or their interests therein to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth hereinlimited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(e) all Proceeds of any and all of the foregoing. Nothing in this Agreement is to be construed as a pledge of any tangible or intangible asset or right of any Pledged Entity, however, this Agreement includes the pledge of all capital stock and other equity interests issued by each Pledged Entity.
Appears in 1 contract
Pledge. To secure the punctual payment and performance of all and each and every part of the Obligations now or at any time hereafter owed or to be paid or performed by each or any of the Credit Parties, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing security interest and Lien (subject to Liens from time to time permitted to exist with respect to any Collateral pursuant to Secured Debt Agreements from time to time in effect) in favor of the Pledgee for the benefit of the Secured Creditors in and upon, all of the right, title and interest of such Pledgor in and to each of the following, whether now existing or hereafter from time to time created, arising or acquired (collectively, the "COLLATERAL"):
(a) each of the Bank Creditors Collateral Accounts of such Pledgor, including any and the Other Creditors, a first priority security interest in all of the Property of whatsoever type or kind from time to time deposited by such Pledgor in each such Collateral Account, whether such Property is now owned or existing or is hereafter created or acquired, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or by any of the other Secured Debt Agreements to be deposited in such Collateral Account, and all Investments and all certificates and other Instruments (as hereinafter definedincluding depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other Property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities owned or acquired by such Pledgor from time to time;
(c) all Limited Liability Company Interests owned or acquired by such Pledgor from time to time (excluding those in any limited liability company that is not a Subsidiary of the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects Parent Company or of the Borrower to the security interest described in clause extent (aand only to the extent) above) in that such Limited Liability Company Interests may not be pledged hereunder without violating the terms of the operating agreement or other Governing Documents of such limited liability company), and all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in each limited liability company to which each of such interests relates, whether now existing or hereafter created, arising or acquired, including, without limitation:
(i) all of its capital therein and all of its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(ii) all other payments due or to become due to such Pledgor in respect of such Limited Liability Company Interests, whether under any limited liability company agreement, other Governing Documents or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(iii) all of its claims, rights, powers, privileges, authority, options, security interests, Liens and remedies, if any, under any limited liability company agreement, operating agreement or other Governing Documents, or at law, or otherwise in respect of any such Limited Liability Company Interests;
(iv) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(v) all of such Pledgor's rights under any limited liability company agreement, operating agreement or other Governing Documents, or at law, to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement, operating agreement or other Governing Documents, to execute any Instruments and to such Securities (take any and in and to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon the terms and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Assets, to the extent required by applicable lawenforce or execute any checks or other Instruments or orders, participate in to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(vi) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as Property from time to time hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and Instruments representing or evidencing such other Property, and all cash, Securities, interest, dividends, rights and other Property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests owned or acquired by such Pledgor from time to time (excluding those in any partnership that is not a Subsidiary of the Collateral Parent Company or their of Borrower to the extent (and only to the extent) that such Partnership Interests may not be pledged hereunder without violating the terms of the partnership agreement or other Governing Documents of such partnership), and all of its right, title and interest in each partnership to which each of such interests relates, whether now existing or hereafter created, arising or acquired, including, without limitation:
(i) all of its capital therein and all of its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(ii) all other payments due or to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement, other Governing Documents or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(iii) all of its claims, rights, powers, privileges, authority, options, security interests, Liens and remedies, if any, under any partnership agreement, operating agreement or other Governing Documents, or at law, or otherwise in respect of any such Partnership Interests;
(iv) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(v) all of such Pledgor's rights under any partnership agreement, operating agreement or other Governing Documents, or at law, to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement, operating agreement or other Governing Documents, to execute any Instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth hereinlimited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Assets, to enforce or execute any checks, or other Instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(vi) all other Property from time to time hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and Instruments representing or evidencing such other Property, and all cash, Securities, interest, dividends, rights and other Property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements owned or acquired by such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property owned or acquired by such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing; PROVIDED, HOWEVER, that (A) no Pledgor shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation, and (B) each Pledgor shall in any event be required to pledge hereunder 100% of the Non-Voting Stock of any Foreign Corporation at any time or from time to time owned or acquired by such Pledgor.
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) each of the Collateral Accounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon the terms take any and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the Collateral capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or their interests therein to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth hereinlimited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing.
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon the terms take any and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such proceedingother property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Seller Creditors name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (v) no Pledgor shall be required to pledge any equity interests in any Health Care Joint Venture acquired in accordance with Section 9.14 of the Credit Agreement if the equity interests of such Health Care Joint Venture owned by all Pledgors has an aggregate investment cost of less than as set forth above. $2,000,000, (w) no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation, (x) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation, (y) the equity interests of such Pledgor in The Seller Creditors also agree that, 6300 Xxxx Xxxxxxxxx Partnership and XxxXxxx/CCP Joint Venture shall not be required to be pledged hereunder so long as the requisite consents to allow such pledge have not been obtained and (z) the equity interests of such Pledgor in XxxXxxx/Xxxx/Xxxx Joint Venture shall not be required to be pledged hereunder (although to the extent such equity interests have not been sold or otherwise disposed of in accordance with the Credit Agreement within 180 days following the Effective Date, such equity interests shall automatically be pledged hereunder on such date pursuant to the terms hereof); provided that (i) the Pledgors agree to use their reasonable best efforts to obtain such consents and (ii) if any such consent is obtained, the equity interests of the Obligations owing entity for which such consent has been obtained shall be pledged hereunder pursuant to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forth hereinprovisions hereof.
Appears in 1 contract
Pledge. To secure The Pledgor does hereby grant unto the Obligations and Pledgee in its capacity solely as collateral agent for the purposes ------ set forth in Section 1equal and ratable benefit of the Secured Creditors, as security for the Pledgor prompt payment and performance when due of all Obligations (i) and hereby grants confirms, reaffirms and restates the prior grant of the Original Administrative Agent, for itself and Original Lenders pursuant to the Collateral Original Credit Agreement in favor of the Administrative Agent for the benefit of (a) the Bank Creditors and the Other Secured Creditors), a first priority continuing security interest in all of the Collateral right, title and interest of the Pledgor in, to and under all of the following property (as hereinafter definedand all rights therein) of the Pledgor, or in which or to which the Pledgor has any rights, in each case whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) all Securities and all options and warrants from time to time to purchase Securities (including, without limitation, those set forth on Annex C hereto);
(b) the Seller Creditorsall Limited Liability Company Interests (including, a security interest (which security interest shall be subject without limitation, those set forth on Annex D hereto) and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in and each limited liability company to which each such Securities (and in and Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in this Agreement. The all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of the Collateral Agent acknowledge that Pledgor against any such limited liability company in respect of such Limited Liability Company Interests for monies loaned or advanced, for services rendered or otherwise;
(E) all Collateral held by of the Collateral Agent is held Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree that, so long as name of any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or any other right or remedy Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(c) all Partnership Interests (including, without limitation, those set forth on Annex E hereto) and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to the Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of the Pledgor against any such partnership in respect of such Partnership Interests for monies loaned or advanced, for services rendered or otherwise;
(E) all of the Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(d) all Trust Beneficial Interests (including, without limitation, those set forth on Annex F hereto) and all of its right, title and interest in each trust to which each such Trust Beneficial Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Trust Beneficial Interests under applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Trust Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Trust Beneficial Interests;
(B) all other payments due or to become due to the Pledgor in respect of Trust Beneficial Interests, whether under any trust agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any trust agreement, or at law or otherwise in respect of such Trust Beneficial Interests;
(D) all present and future claims, if any, of the Pledgor against any such Trust in respect of such Trust Beneficial Interests for monies loaned or advanced, for services rendered or otherwise;
(E) all of the Pledgor’s rights under any trust agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Trust Beneficial Interests, including any power to terminate, cancel or modify any trust agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the Pledgor in respect of such Trust Beneficial Interests and any such trust, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Trust Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(e) all Proceeds of any and all of the foregoing; all of the foregoing, to the extent now existing or hereinafter from time to time acquired, collectively the “Collateral”. Notwithstanding the foregoing, the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right include more than 65% of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andtotal outstanding Voting Capital Stock, to the extent required by applicable law, participate in any foreclosure or enforcement proceeding; provided that such participation shall not confer any rights (including any rights relating to the direction of Limited Liability Company Interests or the providing Partnership Interests, as applicable, of consents in connection with any such proceeding) on the Seller Creditors other than as set forth above. The Seller Creditors also agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forth hereinMaterial Foreign Subsidiary.
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of the Secured Creditors (a) and does hereby confirm its prior grant, pledge and assignment to the Bank Creditors and Pledgee, for the Other Creditors, a first priority security interest in all benefit of the Collateral Secured Creditors (as hereinafter definedother than the Additional First Lien Creditors), pursuant to the Original Pledge Agreement, of), and does hereby create (and does hereby confirm its prior creation of) and (b) the Seller Creditors, a continuing security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits those Liens permitted to exist with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers respect to the Collateral Agent certificates therefor, duly endorsed pursuant to the terms of all Secured Debt Agreements then in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securitieseffect) in favor of the case Pledgee for the benefit of capital stockthe Secured Creditors in, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) each of the Collateral Accounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(c) all Pledged Notes owned or held by such Pledgor from time to time in which such Pledgor is listed as the lender or payee;
(d) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(f) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(g) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(h) all Proceeds of any and all of the foregoing; provided that (x) except in the circumstances and to the certificates or instruments evidencing such Securities)extent provided by Section 9.16 of the Credit Agreement, no Pledgor shall be required at any time to be held by the Collateral Agent as collateral security for the Obligations, upon the terms and conditions set forth in this Agreement. The Pledgor pledge hereunder (and the Collateral Agent acknowledge that all Collateral held by term “Collateral” shall not include) the Collateral Agent is held on behalf Voting Equity Interests of any Exempted Foreign Entity constituting more than 65% of the Secured Creditors. The Seller Creditors agree thattotal combined voting power of all Voting Equity Interests of such Exempted Foreign Entity, (y) no Pledgor shall be required at any time to pledge hereunder (and the term “Collateral” shall not include) any Equity Interest of US LEC PAC and (z) no Pledgor shall be required at any time to pledge hereunder (and the term “Collateral” shall not include) any Excluded Account (so long as same remains an “Excluded Account” in accordance with the definition thereof). For the avoidance of doubt, notwithstanding the preceding sentence, each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor. Notwithstanding anything to the contrary contained in this Section 3.1, the term “Collateral”, as it only refers to the Collateral securing the Additional First Lien Obligations, shall not include any Equity Interests and other securities of a Subsidiary of the Borrower to the extent that the pledge of such Equity Interests and other securities would result in the Borrower or such subsidiary being required to file separate financial statements of such Subsidiary with the SEC, but only to the extent necessary to not be subject to such requirement and only for so long as such requirement is in existence and only with respect to the relevant Additional First Lien Obligations affected thereby; provided that neither the Borrower nor any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the security interest described in clause (i)(b) its Subsidiaries shall take any action in the preceding paragraph shall not entitle them form of a reorganization, merger or other restructuring a principal purpose of which is to foreclosure provide for the release of the Lien on any Equity Interest or other securities pursuant to this paragraph. In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act (“Rule 3-16”) is amended, modified or interpreted by the SEC to require (or is replaced by another rule or regulation, or any other right law, rule or remedy in respect 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 Borrower due to the fact that such Subsidiary’s Equity Interests or other securities secure the Additional First Lien Obligations affected thereby, then the Equity Interests or other securities of such Subsidiary will automatically be deemed not to be part of the Collateral securing the relevant Additional 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 the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andany Secured Creditor, to the extent required by applicable law, participate necessary to release the security interests in any foreclosure or enforcement proceeding; provided that such participation shall not confer any rights (including any rights relating to the direction favor of or the providing of consents in connection with any such proceeding) on the Seller Creditors other than as set forth above. The Seller Creditors also agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall noton the Equity Interests or other securities that are so deemed to no longer constitute part of the Collateral for the relevant Additional First Lien Obligations only. In the event that Rule 3-16 is amended, modified or interpreted by reason 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 Equity Interests or other securities to secure the Additional 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 security interest Subsidiary, then the Equity Interests or other securities of such Subsidiary will automatically be deemed to be a part of the Seller Creditors, have any duty, express or implied, to provide any notices Collateral for the relevant Additional First Lien Obligations. For the avoidance of doubt and notwithstanding anything to the Seller Creditors contrary contained in this Agreement, nothing in this paragraph shall limit the pledge of such Equity Interests and other securities from securing the Credit Document Obligations and the Other Obligations at all times or from securing any Additional First Lien Obligations that are not in respect of securities subject to regulation by the Collateral or their interests therein or SEC. For purposes of this clause (c), “securities” has the meaning ascribed to take any other action not expressly set forth hereinsuch term for purposes of Rule 3-16.
Appears in 1 contract
Pledge. To secure In consideration of the Obligations Pledgee selling the Shares to the Corporate Pledgor and as security for the purposes ------ set forth in Section 1repayment of the Note, the Corporate Pledgor (i) hereby grants to the Collateral Agent for the benefit of (a) the Bank Creditors and the Other Creditors, a first priority security interest in all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, Pledgor hereby grant a security interest (which security interest shall be subject and subordinate in all respects to the security interest described Pledgee in clause (a) above) in all instruments of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates thereforfollowing description, duly endorsed in blank or accompanied by duly endorsed stock powers, separate form (collectively, the "Stock Powers"), and herewith delivered to the Escrow Agent: Number of Shares* Pledging ISSUER OR % INTEREST CERTIFICATE NO. PARTY Corporate Pledgor Humana Trans Services 1000shares 101 Group, Ltd. Pledgor Dominix, Inc. [] Pledgor XXXxxx.xxx, Inc. 34,750 shares A025 Series A preferred stock** Pledgor National Management Consulting Inc. 500,000 shares *Unless otherwise noted, the shares represent common stock of the Issuer. **11,500 shares of the series A preferred stock of XXXxxx.xxx, Inc. is already held in escrow with the Escrow Agent. The Pledgor appoints the Pledgee his attorney to arrange for the transfer of the Pledged Stock on the books of the companies to the name of the Pledgee. The Pledgee at its option shall hold the Pledged Stock on the books of the companies in the case name of promissory notes the Pledgee. The Pledgee shall hold the Pledged Stock as security for payment of the Note and accompanied by undated stock powers duly executed shall not encumber or dispose of the Pledged Stock except in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection accordance with the pledge provisions of such Securities) in the case paragraph 8 of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to such Securities (and in and to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon the terms and conditions set forth in this Agreement. The Corporate Pledgor and the Collateral Agent acknowledge that all Collateral held by Pledgor agree to execute and deliver to Pledgee any UCC-1 financing statements and any other documents necessary or appropriate to prtec the Collateral Agent is held on behalf of the Secured Creditors. The Seller Creditors agree that, so long as any of the Obligations owing security interested granted to the Bank Creditors or Pledgee hereunder and shall cause the Other Creditors remain outstanding, same to be duly recorded and filed in all places necessary to perfect the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof and, to the extent required by applicable law, participate in any foreclosure or enforcement proceeding; provided that such participation shall not confer any rights (including any rights relating to the direction of or the providing of consents in connection with any such proceeding) on the Seller Creditors other than as set forth above. The Seller Creditors also agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller CreditorsPledgee in the Pledged Stock. In the event that any recording or refiling thereof )(or filing of any statements of continuation or assignment of any financing statement) is required to protect and preserve such security interest, have any dutythe Corporate Pledgor and the Pledgor at their own expense, express or impliedshall cause the same to be re-recorded and/or refiled at the time and in the manner requested by the Pledgee. The Corporate Pledgor and the Pledgor hereby irrevocably designate the Pledgee, its agents, representatives and designees, as agent and attorney-in-fact for the Corporate Pledgor and the Pledgor for the aforesaid purposes. The UCC-1 financing statement to provide any notices be executed and delivered by the Corporate Pledgor for the Shares shall be subordinate only to the Seller Creditors in respect security interest held by the factor of the Collateral or their interests therein or Company's receivables. None of the other UCC-1 financing statements with respect to take any of the Pledged Stock other action not expressly set forth hereinthan the Shares shall be subordinate to any security interest of any kind held by any third party.
Appears in 1 contract
Samples: Pledge Agreement (National Management Consultants Inc)
Pledge. To secure the Obligations and for the purposes ------ set forth in Section 1, the now or hereafter owed or to be performed by such Pledgor (i) hereby grants but the rights and remedies between the First-Lien Collateral Agent and the Second-Lien Collateral Agent are subject to the Collateral Agent terms of the Intercreditor Agreement), each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority security interest in all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a continuing security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits those Liens permitted to exist with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers respect to the Collateral Agent certificates therefor, duly endorsed pursuant to the terms of all Secured Debt Agreements then in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securitieseffect) in favor of the case Pledgee for the benefit of capital stockthe Secured Creditors in, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in and to such Securities the following, whether now existing or hereafter from time to time acquired (and in and collectively, the "Collateral"):
(a) each of the Collateral Accounts (to the certificates or instruments evidencing such Securitiesextent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Second-Lien Note Indenture or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in this Agreement. The all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and the Collateral Agent acknowledge that remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditorsname of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(f) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(g) all Proceeds of any and all of the foregoing. The Seller Creditors agree thatNotwithstanding anything to the contrary contained herein, no Pledgor shall be required at any time to pledge hereunder (x) to the extent such equity interests are the property of the Pledgor any limited liability company interests of Starpower Communications, LLC for so long as the organizational documents of such entity prohibits the granting of a security interest in such limited liability company interests; provided that a security interest shall attach immediately upon (and the exclusion to this clause (x) shall no longer apply at any time after) the consummation of the Obligations owing to the Bank Creditors or the Other Creditors remain outstandingStarpower Acquisition, the security interest described in clause (i)(by) in the preceding paragraph shall not entitle them to foreclosure or any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof and, to the extent required by applicable lawsuch equity interests are the property of the Pledgor, participate any equity interests of Megacable, S.A. de C.V., MCM Holdings, S.A. de C.V. and Megacable Telecommunicaciones, S.A. de C.V. for so long as the organizational documents of such entities prohibits the granting of a security interest in any foreclosure or enforcement proceedingsuch equity interests; provided that such participation security interest shall not confer any rights attach immediately when such prohibition is no longer in effect or (including any rights relating to the direction of or the providing of consents in connection with any such proceedingz) on the Seller Creditors other more than as set forth above. The Seller Creditors also agree that, so long as any 65% of the Obligations owing Voting Equity Interest of any Foreign Corporation; provided that each Pledgor shall be required to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, pledge hereunder 100% of any Non-Voting Equity Interest at any time and from time to time acquired by reason such Pledgor of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forth hereinForeign Corporation.
Appears in 1 contract
Samples: Pledge Agreement (RCN Corp /De/)
Pledge. To secure the Obligations and As security for the purposes ------ set forth in Section 1payment and performance of all of the Obligations, the Pledgor (i) hereby pledges to Administrative Agent, and grants to the Collateral Agent Administrative Agent, for the benefit of Administrative Agent and the Secured Parties, a continuing security interest in, all of the following, whether now existing or hereafter owned, existing or arising (the “Subject Collateral”):
(a) All equity, ownership and beneficial interests in Borrower held by Pledgor, including, without limitation, the Bank Creditors equity interests described on Schedule I hereto and any investment property and general intangibles evidenced by or relating to such equity and ownership interests (collectively, the Other Creditors“Subject Securities”), a first priority security interest and all other property hereafter delivered to Administrative Agent in substitution for or in addition to any of the foregoing;
(b) all documents, certificates and/or instruments representing any of the foregoing and all cash, securities, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Collateral (as hereinafter defined) and (b) the Seller Creditorsforegoing, a security interest (which security interest shall be subject and subordinate in all respects except for any distributions with respect to the security interest described in clause Subject Securities that would be permitted under the Transaction Documents; and
(ac) above) in all products and proceeds of all of the foregoing. Pledgor agrees to deliver to Administrative Agent, for the benefit of itself and the Secured Parties, promptly upon receipt and in due form for transfer, any certificates evidencing the Subject Securities, and any other Subject Collateral which may at any time or from time to time come into the possession or control of such Pledgor; and prior to the delivery thereof to Administrative Agent, such Subject Collateral shall be held by Pledgor separate and apart from its other property and in express trust for Administrative Agent. Pledgor further agrees to obtain the written acknowledgment of any custodian of the Subject Collateral, and that (i) all rights of such Pledgor in the Subject Collateral are subject to such security interest, (ii) hereby pledges such custodian is authorized and deposits instructed to comply with any instruction of Administrative Agent with respect to disposition or transfer of the Collateral Agent the Securities owned by the Pledgor on the date hereofSubject Collateral, and delivers including any instruction to the Collateral Agent certificates thereforcease accepting instructions from such Pledgor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assignsin the event of a conflict between instructions given by Administrative Agent and instructions given by Pledgor, transfersAdministrative Agent’s instructions shall control. It is Pledgor’s intent that, hypothecates by virtue of this Agreement and sets over such acknowledgments, Administrative Agent is granted “control” within the meaning of Sections 9-104 and 9-106 of the Uniform Commercial Code as in effect in the State of New York (the “UCC”) with respect to the Collateral Agent all Subject Collateral. Pledgor hereby agrees that it will not grant “control” (within the meaning of such Sections of the Pledgor's right, title and interest in and UCC) to such Securities (and in and any Person other than Administrative Agent with respect to the certificates Subject Collateral. The Administrative Agent and the Lenders are relying solely on the credit and assets of the Borrower for the payment of the Obligations and are not relying on the credit or instruments evidencing such Securities), to be held by assets of the Pledgor other than the Collateral Agent as collateral security for the payment on the Obligations, upon the terms and conditions set forth in this Agreement. The Pledgor and the Collateral Administrative Agent acknowledge that all Collateral held are entering into this Agreement for the purpose of the reliance by the Collateral Administrative Agent is held and the Lenders on behalf the credit and assets of the Secured CreditorsBorrower and not on the general credit or the assets of the Pledgor other than the Collateral. The Seller Creditors Administrative Agent and the Lenders acknowledge and agree that, so long as any follows:
(i) The Administrative Agent and the Lenders shall have recourse for the payment of the Obligations owing under this Agreement or the Loan and Security Agreement solely to the Bank Creditors Collateral and shall have no recourse for the payment of the Obligations under this Agreement or the Other Creditors remain outstanding, Loan and Security Agreement to the security interest described in clause (i)(b) in credit or the preceding paragraph assets of the Pledgor other than the Collateral. Any claim of the Administrative Agent or the Lenders for the payment of the Obligations under this Agreement or the Loan and Security Agreement shall not entitle them to foreclosure or any other right or remedy in respect of constitute a claim against the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof and, Pledgor to the extent required by applicable law, participate in any foreclosure or enforcement proceeding; provided that such participation shall not confer any rights (including any rights relating to the direction of or the providing of consents in connection with any such proceeding) on the Seller Creditors other than as set forth above. The Seller Creditors also agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein the collateral pledged by the Borrower under the Security Agreement, including the cash flow or proceeds therefrom, is insufficient to take any other action not expressly set forth hereinrepay the Obligations in full.
Appears in 1 contract
Samples: Pledge Agreement (Investcorp Credit Management BDC, Inc.)
Pledge. To secure the Secured Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby pledge, assign, mortgage, charge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants grant to the Collateral Agent Agent, for the benefit of (a) the Bank Creditors Secured Creditors, as and by way of a fixed and specific mortgage and charge, and grant to the Other Collateral Agent, for the benefit of the Secured Creditors, a first priority security interest in all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a continuing security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits those Liens permitted to exist with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers respect to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable pursuant to the Collateral Agent and (iiiterms of all Credit Documents then in effect) hereby collaterally assignsin, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in and to such Securities the following, whether now existing or hereafter from time to time acquired (and in and collectively, the "Collateral"):
(i) each of the Collateral Accounts (to the certificates or instruments evidencing such Securitiesextent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, Money, cheques, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Credit Document to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash, Money and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(ii) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in this Agreement. The all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and the Collateral Agent acknowledge that remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of such Pledgor in respect of such Partnership Interests and any such partnership, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andPartnership Asset, to the extent required by applicable lawenforce or execute any cheques, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(iv) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(v) all Security Entitlements owned by such Pledgor from time to time in any and all of the Collateral or their interests therein or foregoing; and
(vi) all Proceeds of any and all of the foregoing; provided that notwithstanding anything to take the contrary in this clause (a), the term "Collateral" and the pledge hereunder shall not include any other action not expressly set forth hereinExcluded Collateral.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Performance Sports Group Ltd.)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority security interest in all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a continuing security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits those Liens permitted to exist with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers respect to the Collateral Agent certificates therefor, duly endorsed pursuant to the terms of all Secured Debt Agreements then in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securitieseffect) in favor of the case Pledgee for the benefit of capital stockthe Secured Creditors in, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in and to such Securities the following, whether now existing or hereafter from time to time acquired (and in and collectively, the “Collateral”):
(a) each of the Collateral Accounts (to the certificates or instruments evidencing such Securitiesextent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in this Agreement. The all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and the Collateral Agent acknowledge that remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or their interests therein to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth hereinlimited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(f) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Agreement, no Pledgor shall be required at any time to pledge hereunder any Equity Interests of any Exempted Foreign Entity.
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority security interest in all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a continuing security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits those Liens permitted to exist with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers respect to the Collateral Agent certificates therefor, duly endorsed pursuant to the terms of all Secured Debt Agreements then in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securitieseffect) in favor of the case Pledgee for the benefit of capital stockthe Secured Creditors in, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) each of the Collateral Accounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to the extent such Pledgor shall at any time be entitled to any of the foregoing in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon the terms take any and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the Collateral capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to the extent such Pledgor shall at any time be entitled to any of the foregoing in respect of such Partnership Interests;
(B) all other payments due or their interests therein to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth hereinlimited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. It being agreed and understood that nothing in this Agreement shall constitute (or shall be deemed to constitute) a grant, pledge or assignment of the Unrestricted Subsidiaries interest in Northeast Competitive Access Providers, LLC.
Appears in 1 contract
Pledge. (a) To secure the all Obligations of such Pledgor and for the purposes ------ set forth in Section 11 hereof, the each Pledgor hereby: (i) hereby grants to the Collateral Agent Pledgee for the benefit of (a) the Bank Secured Creditors and the Other Creditors, a first priority security interest in all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral owned by such Pledgor; (ii) hereby pledges and deposits as security with the Collateral Agent Pledgee for the benefit of the Secured Creditors the certificated Pledged Securities owned by the such Pledgor on the date hereof, and delivers to the Collateral Agent Pledgee all certificates or instruments therefor, duly endorsed in blank in the case of promissory notes and if any, accompanied by undated stock powers duly executed in blank by the such Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stockPledged Stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and Pledgee; (iii) hereby collaterally assigns, transfers, hypothecates hypothecates, mortgages, charges and sets over to the Collateral Agent Pledgee for the benefit of the Secured Creditors all of the such Pledgor's right, title and interest in and to such Pledged Securities (and in and to the all certificates or instruments evidencing such Pledged Securities), to be held by the Collateral Agent as collateral security for the Obligations, Pledgee upon the terms and conditions set forth in this Agreement. The Pledgor ; (iv) transfers and assigns to the Collateral Agent acknowledge that all Collateral held by Pledgee for the Collateral Agent is held on behalf benefit of the Secured Creditors. The Seller Creditors agree thatall of such Pledgor's Pledged Limited Liability Company Interests (and delivers any certificates or instruments evidencing such limited liability company or membership interests, so long duly endorsed in blank) and all of such Pledgor's right, title and interest in each limited liability company to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets (as defined below) and other distributions to which such Pledgor shall at any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or any other right or remedy time be entitled in respect of the Collateral without the consent such Pledged Limited Liability Company Interests;
(B) all other payments due or to become due such Pledgor in respect of the Bank Creditors Pledged Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and the Other Creditorsremedies, provided that the foregoing shall if any, under any limited liability company agreement or operating agreement, or at law or otherwise in no event limit the right respect of the Seller Creditors to receive proceeds such Pledged Limited Liability Company Interests (except any rights as described in Sections 7 and 9 hereof andmanaging member of a limited liability company which is not a Wholly-Owned Subsidiary, to the extent required by the applicable lawlimited liability company agreement or operating agreement contains an enforceable prohibition against the creation of a security interest in such rights);
(D) all present and future claims, participate in if any, of such Pledgor against any foreclosure Pledged Limited Liability Company for moneys loaned or enforcement proceeding; provided that advanced, for services rendered or otherwise;
(E) subject to Section 5 hereof, all of such participation shall not confer Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Pledged Limited Liability Company Interest (except any rights (as managing member of a limited liability company which is not a Wholly-Owned Subsidiary, to the extent the applicable limited liability company agreement or operating agreement contains an enforceable prohibition against the creation of a security interest in such rights), including any rights relating power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the direction name of such Pledgor in respect of such Pledged Limited Liability Company Interest and any Pledged Limited Liability Company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the providing of consents foregoing or for any Limited Liability Company Assets, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any such proceedingof the foregoing;
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all of the Collateral foregoing; and
(G) to the extent not otherwise included, all proceeds of any or their interests therein all of the foregoing; and (v) transfers and assigns to the Pledgee for the benefit of the Secured Creditors such Pledgor's Pledged Partnership Interests (and delivers any certificates or instruments evidencing such partnership interests, duly endorsed in blank) and all of such Pledgor's right, title and interest in each Pledged Partnership including, without limitation:
(A) all of the capital thereof and its interest in all profits, losses, Partnership Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of any such Pledged Partnership Interests;
(B) all other payments due or to become due such Pledgor in respect of any such Pledged Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Pledged Partnership Interests (except any rights as general partner of a limited partnership which is not a Wholly-Owned Subsidiary, to the extent the applicable partnership agreement contains an enforceable prohibition against the creation of a security interest in such rights);
(D) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) subject to Section 5 hereof, all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Pledged Partnership Interest (except any rights as general partner of a limited partnership which is not a Wholly-Owned Subsidiary, to the extent the applicable partnership agreement contains an enforceable prohibition against the creation of a security interest in such rights), including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Pledged Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not expressly set forth limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Assets, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(G) to the extent not otherwise included, all proceeds of any or all of the foregoing.
(b) As used herein, the term "Limited Liability Company Assets" shall mean all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all limited liability company capital and interests in other limited liability companies), at any time owned by any Pledged Limited Liability Company.
Appears in 1 contract
Pledge. (a) To secure the all Obligations of such Pledgor and for ------ the purposes ------ set forth in Section 11 hereof, the each Pledgor hereby: (i) hereby grants to the Collateral Agent for Pledgee, and reconfirms its grant to the benefit of (a) Pledgee under the Bank Creditors and the Other CreditorsOriginal Pledge Agreement of, a first priority security interest in all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral owned by such Pledgor; (ii) hereby pledges and deposits as security with the Collateral Agent Pledgee the certificated Securities owned by the such Pledgor on the date hereof, and delivers to the Collateral Agent Pledgee all certificates or instruments therefor, duly endorsed in blank in the case of promissory notes and if any, accompanied by undated stock powers duly executed in blank by the such Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stockStock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and Pledgee; (iii) hereby collaterally assigns, transfers, hypothecates hypothecates, mortgages, charges and sets over to the Collateral Agent Pledgee all of the such Pledgor's right, title and interest in and to such Securities (and in and to the all certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the ObligationsPledgee, upon the terms and conditions set forth in this Agreement. The Pledgor ; (iv) transfers and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held on behalf of the Secured Creditors. The Seller Creditors agree that, so long as any of the Obligations owing assigns to the Bank Creditors Pledgee all of such Pledgor's Limited Liability Company Interests (and delivers any certificates or instruments evidencing such limited liability company or membership interests, duly endorsed in blank) and all of such Pledgor's right, title and interest in each limited liability company to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(A) all the Other Creditors remain outstandingcapital thereof and its interest in all profits, the security interest described in clause losses, Limited Liability Company Assets (i)(bas defined below) in the preceding paragraph and other distributions to which such Pledgor shall not entitle them to foreclosure or at any other right or remedy time be entitled in respect of the Collateral without the consent such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of the Bank Creditors Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and the Other Creditorsremedies, provided that the foregoing shall if any, under any limited liability company agreement or operating agreement, or at law or otherwise in no event limit the right respect of the Seller Creditors to receive proceeds such Limited Liability Company Interests (except any rights as described in Sections 7 and 9 hereof andmanaging member of a limited liability company which is not a Wholly- Owned Subsidiary, to the extent required by the applicable lawlimited liability company agreement or operating agreement prohibits a pledge of such rights);
(D) all present and future claims, participate in if any, of such Pledgor against any foreclosure Pledged Limited Liability Company for moneys loaned or enforcement proceeding; provided that advanced, for services rendered or otherwise;
(E) subject to Section 5 hereof, all of such participation shall not confer Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Limited Liability Company Interest (except any rights (as managing member of a limited liability company which is not a Wholly-Owned Subsidiary, to the extent the applicable limited liability company agreement or operating agreement prohibits a pledge of such rights), including any rights relating power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the direction name of such Pledgor in respect of such Limited Liability Company Interest and any Pledged Limited Liability Company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the providing of consents foregoing or for any Limited Liability Company Assets, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any such proceedingof the foregoing;
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all of the Collateral foregoing; and
(G) to the extent not otherwise included, all proceeds of any or their interests therein all of the foregoing; and (v) transfers and assigns to the Pledgee such Pledgor's Partnership Interests (and delivers any certificates or instruments evidencing such partnership interests, duly endorsed in blank) and all of such Pledgor's right, title and interest in each Pledged Partnership including, without limitation:
(A) all of the capital thereof and its interest in all profits, losses, Partnership Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of any such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interests (except any rights as general partner of a limited partnership which is not a Wholly-Owned Subsidiary, to the extent the applicable partnership agreement prohibits a pledge of such rights);
(D) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) subject to Section 5 hereof, all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest (except any rights as general partner of a limited partnership which is not a Wholly-Owned Subsidiary, to the extent the applicable partnership agreement prohibits a pledge of such rights), including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not expressly set forth limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Assets, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing;
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(G) to the extent not otherwise included, all proceeds of any or all of the foregoing.
(b) As used herein, the term "Limited Liability Company Assets" shall mean all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all limited liability company capital and interests in other limited liability companies), at any time owned by any Pledged Limited Liability Company.
Appears in 1 contract
Pledge. To secure the Obligations and As security for the purposes ------ set forth full and timely payment of the aggregate principal amount plus any accrued interest under the Loan (the “Debt”) in Section 1accordance with the terms of the Note (the Note, the Pledgor (iLoan Agreement, this Stock Pledge Agreement, and any other documents evidencing or securing the Loan are collectively referred to as the “Financing Documents”) and the full and timely payment and performance of the obligations of the Borrower under the Financing Documents, the Borrower hereby grants to the Collateral Agent for the benefit of (a) the Bank Creditors and the Other Creditors, a perfected first priority security interest in and pledges to the Lender all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's Borrower’s right, title and interest in and to such Securities 850,000 shares, which represents 100% of the issued and outstanding common stock of Southern First Bank, a South Carolina state-chartered bank and wholly owned subsidiary of the Borrower, together with all additions, substitutions, replacements and proceeds thereof and all income, interest, dividends and other distributions thereon (the “Pledged Shares”). Upon execution and in and delivery of this Agreement, the Borrower shall deliver to the Lender certificates or instruments other documents evidencing such Securitiesthe Pledged Shares, accompanied by executed stock powers in blank with respect to the Pledged Shares in favor of the Lender, the rights of the Lender under which shall be exercisable only upon the occurrence of an Event of Default (as hereinafter defined), and by such other instruments or documents as the Lender or its counsel may reasonably request. The Borrower represents that it is the legal and equitable owner of, and has the complete and unconditional authority to pledge, the Pledged Shares, and holds the same free and clear of all liens, charges, encumbrances and security interests except those in favor of Lender granted hereunder, and will defend its title thereto against the claims of all persons whomsoever. All of the Pledged Shares are duly authorized, validly issued, fully paid and nonassessable. The Borrower agrees to pay, or cause to be held paid, prior to delinquency all taxes, charges, liens and assessments against the Pledged Shares, and upon the failure of the Borrower to do so, the Lender at its option may pay any of them and shall be the sole judge of the legality or validity thereof and the amount necessary to discharge the same. All advances, charges, costs and expenses, including reasonable attorneys’ fees, incurred or paid by the Collateral Agent Lender in exercising any right, power or remedy conferred by this Agreement, or in the enforcement thereof, shall become a part of the indebtedness secured hereunder and shall be paid to the Lender by the Borrower immediately upon demand therefor, with interest thereon until paid in full at the rate as collateral security for the Obligations, upon the terms and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held on behalf of the Secured Creditors. The Seller Creditors agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof and, to the extent required by applicable law, participate in any foreclosure or enforcement proceeding; provided that such participation shall not confer any rights (including any rights relating to the direction of or the providing of consents in connection with any such proceeding) on the Seller Creditors other than as set forth above. The Seller Creditors also agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forth hereinNote.
Appears in 1 contract
Samples: Stock Pledge Agreement (Southern First Bancshares Inc)
Pledge. To secure the Obligations and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants pledges to the Collateral Agent Agent, ------ for the benefit of the Agent and the Principal Shareholders and its and their successors and assigns, and grants to the Agent a security interest in, the following property:
(a) the Bank Creditors All shares of capital stock of CHEMPOWER, INC., an Ohio corporation ("Chempower") issued and the Other Creditors, a first priority security interest in all of the Collateral (as hereinafter defined) outstanding and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, which Pledgor represents consist of the shares identified on the schedule attached hereto, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case shares of capital stockstock of Chempower issued in respect thereof, together with any dividends, splits, distributions, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all related rights or proceeds of the Pledgor's rightforegoing;
(b) All shares of capital stock of Chempower issued and outstanding and owned by Pledgor at any time and from time to time hereafter during the term of this Pledge Agreement and any shares of capital stock of Chempower issued in respect thereof, title and interest in and to such Securities (and in and to the certificates together with any dividends, splits, distributions, or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon the terms and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held on behalf related rights or proceeds of the Secured Creditors. The Seller Creditors agree thatforegoing; and
(c) All contract rights of Pledgor, so long as and any and all intangible rights associated therewith, existing on the date hereof and at any time and from time to time arising hereafter during the term of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or any other right or remedy this Pledge Agreement in respect of the Collateral without issuance or delivery to Pledgor of any shares of capital stock of Chempower (whether in the consent form of subscriptions, purchase agreements, options, warrants, stock bonuses, or other rights of any type or description for the Bank Creditors acquisition by Pledgor of any such shares). The foregoing property is collateral (the "Collateral") for the payment in full when due of any and all obligations and indebtedness of Chempower and Pledgor to the Agent and for the due and punctual performance of all obligations, covenants, and agreements of Chempower and Pledgor under that certain Financing Agreement by and among Pledgor, Chempower, the Principal Shareholders, and the Other CreditorsAgent of even date herewith (the "Financing Agreement") and under the transactions contemplated thereby, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof and, including but not limited to the extent required Principal Shareholders' Note and the Principal Shareholders' Guaranty, as well as any and all obligations and indebtedness of Pledgor to Agent or the Principal Shareholders, created or incurred in the future as a result of further loans, accommodations, or otherwise (all such payment, performance, or indebtedness obligations, the "Obligations"). Pledgor warrants and represents that, except for limitations imposed by applicable lawsecurities laws, participate in any foreclosure or enforcement proceeding; provided that such participation shall not confer any rights (including any rights relating to there are no restrictions upon the direction transfer of or the providing of consents in connection with any such proceeding) on the Seller Creditors other than as set forth above. The Seller Creditors also agree that, so long as any of the Obligations owing Collateral and Pledgor has the full and unrestricted right to transfer the Collateral. Pledgor further warrants and represents that as of the date hereof Pledgor is the sole shareholder of Chempower. Pledgor agrees to execute and deliver to the Bank Creditors Agent, concurrent with execution hereof, each certificate evidencing shares of capital stock of Chempower issued and outstanding and owned by Pledgor on the date hereof, together with duty executed blank stock powers relating thereto. Pledgor agrees promptly to deposit hereunder with the Agent any additional certificates (accompanied by duly executed blank stock powers) evidencing additional shares of capital stock of Chempower that are issuable or deliverable to Pledgor hereafter during the Other Creditors remain outstandingterm of this Pledge Agreement and constitute collateral hereunder, which shall stand pledged and assigned as Collateral for the Collateral Agent shall not, by reason of such security interest of Obligations in the Seller Creditors, have any duty, express or implied, to provide any notices to same manner as the Seller Creditors in respect of property pledged and delivered concurrent with the Collateral or their interests therein or to take any other action not expressly set forth hereinexecution hereof.
Appears in 1 contract
Samples: Pledge Agreement (American Eco Corp)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants pledge to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) the Operating Accounts, together with all of such Securities (Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings evidencing the certificates Operating Accounts;
(b) all Stock of any Subsidiary Guarantor owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Stock of any such Subsidiary Guarantor;
(c) all Limited Liability Company Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or instruments evidencing such Securities)hereafter acquired, including, without limitation, to be held by the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in this Agreement. The all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of such Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and the Collateral Agent acknowledge that remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or their interests therein to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth herein.limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create, in each case a first priority continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in all of the right, title and interest of such Pledgor in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in any such Collateral Account, and all investments and all certificates and other Instruments (as hereinafter definedincluding depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) the Seller Creditors, a security interest all Securities held or owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(which security interest shall be subject c) all Limited Liability Company Interests held or owned by such Pledgor from time to time and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to such Securities (take any and in and to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon the terms and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests held or owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the Collateral capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or their interests therein to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth hereinlimited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Financial Assets and Investment Property of such Pledgor from time to time;
(f) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1 or in Section 3.3 hereof, (x) except as otherwise provided in Section 7.10 of the Credit Agreement and except to the extent that such pledge is to secure the obligations of a Foreign Credit Party (including any guaranty thereof by a US Credit Party), no Pledgor (to the extent that it is a Borrower or a Domestic Subsidiary of a Borrower) shall be required at any time to pledge hereunder, and clause (b) above shall not apply to, more than 65% of the Voting Stock of any Foreign Corporation, (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation and (z) in no event shall the term "Collateral" include, and no Pledgor shall be required to pledge, (I) the Stock of CanCo (until such time as such Stock is no longer subject to the terms of the Campbell Can Pledge Agreement or otherwise prohibited to be pledged xxxxxxxxr by any of the Campbell Can Acquisition Documents) or (II) any Excluded Equity Xxxxxxxts (except as otherwise provided in the definition thereof).
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) each of the Collateral Accounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all its capital therein and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon the terms take any and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of the Collateral or their interests in exchange for any or all thereof;
(d) all Partnership Interests of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all its capital therein and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth hereinlimited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing; provided that (x) except in the circumstances and to the extent provided by Section 7.16 of the Credit Agreement (in which case this clause (x) shall no longer be applicable), capital stock entitled to vote for directors of any Foreign Corporation (herein called "Voting Stock") which represents more than 65% of the total combined voting power of all classes of Voting Stock of the respective Foreign Corporation shall not be required to be pledged hereunder and (y) each Pledgor shall be required to pledge hereunder 100% of the issued and outstanding shares of all Non-Voting Stock at any time owned by such Pledgor of any Foreign Corporation, which Non-Voting Stock shall not be subject to the limitations described in preceding clause (x).
Appears in 1 contract
Samples: Pledge Agreement (Dade Behring Inc)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in each such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in each such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in this Agreement. The all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and the Collateral Agent acknowledge that remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such proceedingother property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Seller Creditors name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property owned by such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing; provided that (A)(x) until a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder (in which case this clause (x) shall no longer be applicable), no Pledgor shall be required at any time to pledge hereunder more than as set forth above. The Seller Creditors also agree that65% of the total combined voting power of all classes of Voting Equity Interests of any Exempted Foreign Entity, and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x) and (B) no Pledgor shall be required to grant a security interest hereunder in (and the term “Collateral” shall not include) the Equity Interests in Persons that are not Wholly-Owned Subsidiaries of Holdings but only to the extent that the pledge of such Equity Interests is not permitted hereunder by the terms of any agreement or organizational document of such Person and only so long as such contractual prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC, the Bankruptcy Code or any other requirement of the Obligations owing law. Notwithstanding anything to the Bank Creditors or the Other Creditors remain outstandingcontrary contained in this Agreement, the Collateral Agent Pledgors shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or not be required to take any other action not expressly set forth hereinactions to perfect the Collateral Agent’s security interest hereunder except to the extent that a security interest in such types of Collateral can be perfected (i) by the filings of a UCC-1 (or similar) financing statement under the applicable UCC, (ii) possession of certificated Securities evidencing Equity Interests, (iii) possession of Instruments constituting Notes, (iv) as provided in Section 3.2(a)(ii) hereof and (v) as provided in Section 3.2(a)(v) hereof and the representations, warranties and covenants contained in this Agreement with respect to a perfected security interest in such Collateral shall be qualified to the extent provided in this paragraph.
Appears in 1 contract
Samples: Pledge Agreement (Town Sports International Holdings Inc)
Pledge. To secure The Pledgor does hereby grant unto the Obligations and Pledgee in its capacity solely as collateral agent for the purposes ------ set forth in Section 1equal and ratable benefit of the Secured Creditors, the Pledgor (i) hereby grants to the Collateral Agent as security for the benefit prompt payment and performance when due of (a) the Bank Creditors and the Other Creditorsall Obligations, a first priority continuing security interest in all of the Collateral right, title and interest of the Pledgor in, to and under all of the following property (as hereinafter definedand all rights therein) of the Pledgor, or in which or to which the Pledgor has any rights, in each case whether now existing or hereafter from time to time acquired:
(a) all Securities and all options and warrants from time to time to purchase Securities (including, without limitation, those set forth on Annex C hereto);
(b) the Seller Creditorsall Limited Liability Company Interests (including, a security interest (which security interest shall be subject without limitation, those set forth on Annex D hereto) and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in and each limited liability company to which each such Securities (and in and Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in this Agreement. The all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of the Collateral Agent acknowledge that Pledgor against any such limited liability company in respect of such Limited Liability Company Interests for monies loaned or advanced, for services rendered or otherwise;
(E) all Collateral held by of the Collateral Agent is held Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree that, so long as name of any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or any other right or remedy Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(c) all Partnership Interests (including, without limitation, those set forth on Annex E hereto) and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to the Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of the Pledgor against any such partnership in respect of such Partnership Interests for monies loaned or advanced, for services rendered or otherwise;
(E) all of the Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(d) all Trust Beneficial Interests (including, without limitation, those set forth on Annex F hereto) and all of its right, title and interest in each trust to which each such Trust Beneficial Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Trust Beneficial Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Trust Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Trust Beneficial Interests;
(B) all other payments due or to become due to the Pledgor in respect of Trust Beneficial Interests, whether under any trust agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any trust agreement, or at law or otherwise in respect of such Trust Beneficial Interests;
(D) all present and future claims, if any, of the Pledgor against any such Trust in respect of such Trust Beneficial Interests for monies loaned or advanced, for services rendered or otherwise;
(E) all of the Pledgor's rights under any trust agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Trust Beneficial Interests, including any power to terminate, cancel or modify any trust agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the Pledgor in respect of such Trust Beneficial Interests and any such trust, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Trust Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(e) all Proceeds of any and all of the foregoing; all of the foregoing, to the extent now existing or hereinafter from time to time acquired, collectively the "Collateral". Notwithstanding the foregoing, the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right include more than 65% of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andtotal outstanding Voting Capital Stock, to the extent required by applicable law, participate in any foreclosure or enforcement proceeding; provided that such participation shall not confer any rights (including any rights relating to the direction of Limited Liability Company Interests or the providing Partnership Interests, as applicable, of consents in connection with any such proceeding) on the Seller Creditors other than as set forth above. The Seller Creditors also agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forth hereinPledged Entity.
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon the terms take any and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any of the foregoing; and
(E) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such proceedingother property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Seller Creditors name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other than instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(E) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property owned by such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing.
(x) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation, (y) the Pledgors shall not be required to pledge Equity Interests of any Excluded Entities (and such Equity Interests shall not constitute "Collateral") unless the aggregate fair market value (as set forth above. The Seller Creditors also agree thatdetermined in good faith by the Borrower) of any and all such Equity Interests not pledged pursuant to this clause (y) exceeds $10,000,000, in which case the Pledgors shall cause an amount of such Equity Interests otherwise excluded from the pledge pursuant to this Agreement by operation of this clause (y) to be pledged hereunder so that the aforementioned threshold is not exceeded (with all Equity Interests not required to be pledged hereunder at any time pursuant to the provisions of this clause (y) being herein called the "Excluded Equity Interests") and (z) the Borrower and its Subsidiaries shall not be required to pledge any of the Equity Interests of Chouteau so long as any Chouteau is not treated as a Subsidiary pursuant to the proviso contained in the first sentence of the Obligations owing definition of Subsidiary contained in the Credit Agreement. If any property is not pledged hereunder, in accordance with the provisions of the immediately preceding sentence, but is at any time after the date of this Agreement required to be pledged hereunder (whether because of a Change of Law, the aggregate value of Equity Interests of Excluded Entities exceeding the threshold amount described above, Chouteau ceasing to meet the requirements described above or otherwise), then the security interests created under this agreement shall automatically and immediately attach and apply to, and cover, all such property which is required to be pledged hereunder, without the necessity of the taking of any further action by any Pledgor, although the Pledgors shall not be excused from following the procedures, and taking the actions, otherwise required with respect to such property or assets pursuant to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason other provisions of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forth hereinthis Agreement.
Appears in 1 contract
Pledge. To secure the Secured Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent for the benefit of (a) the Bank Creditors Secured Parties, and the Other Creditors, does hereby create a first priority continuing security interest in favor of the Collateral Agent for the benefit of the Secured Parties in, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) the Collateral Account, including any and all assets of whatever type or kind deposited by such Pledgor in the Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by any Secured Obligation Agreement to be deposited in the Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(i) all its capital therein and its interest in this Agreement. The all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(ii) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(iii) all of its claims, rights, powers, privileges, authority, options, security interests, liens and the Collateral Agent acknowledge that remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(iv) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(v) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of any such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(vi) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of the Collateral or their interests in exchange for any or all thereof;
(d) all Partnership Interests of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(i) all its capital therein and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(ii) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(iii) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(iv) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(v) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(vi) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing; and
(f) all Financial Assets, Investment Property and Pledged Notes of such Pledgor from time to time.
(g) Notwithstanding anything to the contrary contained herein, the collateral shall at no time include any items which would at such time constitute Excluded Collateral (as defined in the Security Agreement).
Appears in 1 contract
Pledge. (a) To secure the Obligations of such Pledgor and for ------ the purposes ------ set forth in Section 11 hereof, the each Pledgor hereby (i) hereby grants to the Collateral Agent for the benefit of (a) the Bank Creditors and the Other Creditors, Pledgee a first priority security interest in all of the Collateral (as hereinafter defined) and (b) the Seller Creditorsowned by such Pledgor, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits as security with the Collateral Agent Pledgee, the Securities owned by the such Pledgor on the date hereof, and delivers to the Collateral Agent Pledgee certificates or instruments therefor, duly endorsed in blank by such Pledgor in the case of promissory notes Notes and accompanied by undated stock powers duly executed in blank by the such Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stockStock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and Pledgee, (iii) hereby collaterally assigns, transfers, hypothecates hypothecates, mortgages, charges and sets over to the Collateral Agent Pledgee all of the such Pledgor's right, title and interest in and to such Securities (and in and to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, Pledgee upon the terms and conditions set forth in this Agreement and (iv) transfers and assigns to the Pledgee such Pledgor's Partnership Interests (and delivers any certificates or instruments evidencing such partnership interests, duly endorsed in blank) and all of such Pledgor's right, title and interest in each Pledged Partnership including, without limitation:
(i) all of the capital thereof and its interest in all profits, losses, Partnership Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of any such Collateral;
(ii) all other payments due or to become due to such Pledgor in respect of any such Collateral, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(iii) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Collateral;
(iv) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(v) all of such Pledgor's rights under any partnership agreement or Joint Venture Agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement or Joint Venture Agreement. The Pledgor , to execute any instruments and the Collateral Agent acknowledge that to take any and all Collateral held by the Collateral Agent is held other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andPartnership Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing;
(vi) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof; and
(vii) to the Collateral extent not otherwise included, all proceeds of any or their all of the foregoing.
(b) As used herein, the term "Partnership Assets" shall mean all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all partnership capital and interests therein in other partnerships), at any time owned by any Pledged Partnership or to take represented by any other action not expressly set forth hereinPartnership Interest.
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities owned by such Pledgor from time to time and all options or warrants owned by such Pledgor from time to time to purchase Securities;
(c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon the terms take any and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the Collateral capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or their interests therein to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth hereinlimited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property owned by such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) except as otherwise provided in Section 8.13 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 1 contract
Samples: Pledge Agreement (Infousa Inc)
Pledge. To secure the Obligations now or hereafter owed or to be ------ performed by such Pledgor, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants as sign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities owned by such Pledgor from time to time;
(c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon the terms take any and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing (and with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof,
(d) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the Collateral capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or their interests therein to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth hereinlimited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof,
(e) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property owned by such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing; provided -------- however, that (x) in the case of any limited liability company ------- agreement, operating agreement or partnership agreement with respect to any Person that is not a Subsidiary of any Pledgor that would otherwise be included in the Collateral, no security interest in the right, title and interest of any Pledgor thereunder or therein (except to receive payments for money due under such agreements) will be granted pursuant to this Section 3 (and such limited liability company agreements, operating agreements and partnership agreements shall not be deemed to constitute a part of the Collateral) for so long as, and to the extent that, the granting of a security interest in the right, title and interest of such Pledgor thereunder or therein pursuant to the terms hereof would result in a breach, default or termination of such limited liability company agreements, operating agreements or partnership agreements. Notwithstanding anything to the contrary contained in this Section 3. 1, (x) except as otherwise provided in Section 8.16 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the Collateral (as hereinafter defined) right, title and (b) the Seller Creditors, a security interest (which security interest shall be subject in and subordinate in all respects to the security interest described in clause following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) above) in all of the Collateral (ii) hereby pledges and deposits Concentration Accounts, together with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings evidencing the Concentration Accounts;
(b) all Stock of any Subsidiary Guarantor owned by such Securities Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Stock of any Subsidiary Guarantor;
(c) all Limited Liability Company Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in and each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in this Agreement. The all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and the Collateral Agent acknowledge that remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or their interests therein to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth hereinlimited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(e) all Proceeds of any and all of the foregoing.
Appears in 1 contract
Samples: Pledge and Security Agreement (General Maritime Corp/)
Pledge. To secure the Secured Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors Secured Parties, and the Other Creditors, does hereby create a first priority security interest in all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a continuing security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits those Liens permitted to exist with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers respect to the Collateral Agent certificates therefor, duly endorsed pursuant to the terms of all Loan Documents then in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securitieseffect) in favor of the case Pledgee for the benefit of capital stockthe Secured Parties in, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in and to such Securities the following, whether now existing or hereafter from time to time acquired (and in and collectively, the “Pledge Agreement Collateral”):
(a) each of the Collateral Accounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Loan Document to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or instruments evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase such Securities);
(c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, to be held by the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held on behalf provisions of the Secured Creditors. The Seller Creditors agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or any other right or remedy in respect of the Collateral without the consent of the Bank Creditors documents and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 agreements governing such Limited Liability Company Interests and 9 hereof and, to the extent required by applicable law, participate in any foreclosure or enforcement proceeding; provided that such participation shall not confer any rights (including any rights relating to the direction of or the providing of consents in connection with any such proceeding) on the Seller Creditors other than as set forth above. The Seller Creditors also agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forth herein.:
Appears in 1 contract
Samples: Credit Agreement (Centerplate, Inc.)
Pledge. To secure the Obligations and for now or hereafter owed or to be performed by the purposes ------ set forth in Section 1Pledgor, the Pledgor (i) does hereby grants grant, pledge and assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by the Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of the Pledgor from time to time;
(c) all Limited Liability Company Interests of the Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation: 123
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of the Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of the Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon the terms take any and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of the Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests of the Collateral Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or their interests therein hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to the Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of the Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of the Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth hereinlimited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all rights, title and interests of the Pledgor under any service or management contract entered into between the Pledgor and any of its subsidiaries (including, without limitation, any payments made to the Borrower thereunder).
(f) all Proceeds of any and all of the foregoing. Nothing in this Agreement is to be construed as a pledge of any tangible or intangible asset or right of a Regulated Insurance Company, however, this Agreement includes the pledge of capital stock of each Regulated Insurance Company.
Appears in 1 contract
Samples: Credit Agreement (Ceres Group Inc)
Pledge. To secure the Obligations and As security for the purposes ------ set forth in Section 1due and timely payment and performance by the Pledgor of the Obligations, the Pledgor (i) hereby assigns, pledges and grants to the Collateral Agent for the benefit of (a) the Bank Creditors and the Other Creditors, a first priority continuing security interest in all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's his right, title and interest in and to such Securities (and number of shares in and to the certificates or instruments evidencing such Securities), to be capital of the Corporation held by the Collateral Agent Pledgor as collateral security for is determined under Section 2 of this Agreement and any substitutions therefore and proceeds thereof (the Obligations, upon the terms "Pledged Shares") to and conditions set forth in this Agreementfavor of ICGO. The Pledgor has deposited with Merrill Lynch the Pledged Shares in a custodial account administered xx XXXX xxxxxher with the appropriate transfer and other documents to enable ICGO or its nominee to be registered as the owner thereof and to transfer or sell the Pledged Shares upon any enforcement thereof. If the Pledgor acquires any certificates evidencing shares required to be included as Pledged Shares after the date hereof, the Pledgor shall, forthwith upon receipt of such certificates, deliver such certificates to ICGO together with the appropriate transfer and other documents to enable ICGO or its nominee to be registered as the owner thereof and to transfer or sell or cause to be transferred or sold such Pledged Shares upon any enforcement thereof. All rights of ICGO and the Collateral Agent acknowledge that security interest hereunder and all Collateral held by the Collateral Agent is held on behalf obligations of the Secured Creditors. The Seller Creditors agree thatPledgor hereunder shall be absolute and unconditional, so long as irrespective of: (a) any lack of validity or enforceability of the Promissory Notes, (b) any change in the time or manner of payment of the Obligations owing or any amendment to the Bank Creditors Promissory Notes, (c) any other circumstance that might constitute a defence available to, or the Other Creditors remain outstandinga discharge of, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof and, to the extent required by applicable law, participate in any foreclosure or enforcement proceeding; provided that such participation shall not confer any rights (including any rights relating to the direction of or the providing of consents in connection with any such proceeding) on the Seller Creditors other than as set forth above. The Seller Creditors also agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forth hereinPledgor.
Appears in 1 contract
Samples: Share Pledge Agreement (Internet Capital Group Inc)
Pledge. (a) To secure the Obligations of such Pledgor and for the purposes ------ set forth in Section 11 hereof, the each Pledgor hereby (i) hereby grants to the Collateral Agent for the benefit of (a) the Bank Creditors and the Other Creditors, Pledgee a first priority continuing security interest in all of the Collateral (as hereinafter defined) and (b) the Seller Creditorsowned by such Pledgor, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits as security with the Collateral Agent Pledgee, the Securities owned by the such Pledgor on the date hereof, and delivers to the Collateral Agent Pledgee certificates thereforor instruments therefor (in the case of certificated Securities), duly endorsed in blank by such Pledgor in the case of promissory notes Notes and accompanied by undated stock or other powers duly executed in blank by the such Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stockother certificated Securities, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and Pledgee, (iii) hereby collaterally assigns, transfers, hypothecates mortgages, charges and sets over to the Collateral Agent Pledgee all of the such Pledgor's right, title and interest in and to such Securities Secu rities (and in and to the all certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, Pledgee upon the terms and conditions set forth in this Agreement. The Agreement and (iv) transfers and assigns to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(i) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets (as defined below), LLC Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of any such Collateral;
(ii) all other payments due or to become due to such Pledgor in respect of any such Collateral, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(iii) all of its claims, rights, powers, privileges, authority, options, security interest, liens and the Collateral Agent acknowledge that remedies, if any, under any partnership agreement, limited liability company agreement or other agreement or at law or otherwise in respect of any such Collateral;
(iv) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any Pledged Partnership or any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(v) all of such Pledgor's rights under any partnership agreement, limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest or Membership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of such Pledgor in respect of such Partnership Interest or Membership Interest and any Pledged Entity to make determinations, so long as to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure for any Partnership Asset or any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLLC Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing;
(vi) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, distributions, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof; and
(vii) to the Collateral extent not otherwise included, all proceeds of any or their all of the foregoing.
(b) As used herein, the term "Partnership Assets" and "LLC Assets" shall mean, respectively, all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all partnership and limited liability company capital and interests therein in other partnerships and limited liability companies), at any time owned by any Pledged Partnership or to take Pledged LLC or represented by any other action not expressly set forth hereinPartnership Interest or Membership Interest.
Appears in 1 contract
Samples: Credit Agreement (Sitel Corp)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledger, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in and a lien on, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in and to such Securities the following, whether now existing or hereafter from time to time acquired (and in and collectively, the “Collateral”):
(a) each of the Collateral Accounts (to the certificates or instruments evidencing such Securitiesextent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(i) all its capital therein and its interest in this Agreement. The all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(ii) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(iii) all of its claims, rights, powers, privileges, authority, options, security interests, liens and the Collateral Agent acknowledge that remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(iv) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(v) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(vi) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(i) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(ii) all other payments due or their interests therein to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(iii) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(iv) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(v) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth hereinlimited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(vi) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(f) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(g) all Proceeds of any and all of the foregoing; provided that (x) except in the circumstances and to the extent provided by Section 9.17 of the Credit Agreement (in which case this clause (x) shall no longer be applicable), no Pledgor shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Equity Interests of any direct Exempted Foreign Entity and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each direct Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x).
Appears in 1 contract
Samples: Short Term Credit Agreement (CURO Group Holdings Corp.)
Pledge. To secure the Obligations and (a) As collateral security for the purposes ------ set forth payment and performance in Section 1full of all the Secured Obligations, the Pledgor (i) Grantor hereby pledges, assigns and grants to the Collateral Agent Trustee for the ratable benefit of (a) the Bank Creditors and the Other CreditorsSecured Parties, a first priority lien on and security interest in and to all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in of such Grantor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to such Securities time (collectively, the “Collateral”): (i) 100% of the LLC Interests directly held and in owned by the Grantor, as the sole member of GCI; and (ii) to the certificates extent not covered by clause (i) of this sentence, all proceeds and products of the foregoing, all books and records at any time evidencing or instruments evidencing relating to the foregoing, all supporting obligations related thereto, and all accessions to, substitutions and replacements for, and profits and products of, the foregoing, and any and all proceeds of any indemnity, warranty or guaranty payable to the Grantor from time to time with respect to the foregoing.
(b) Upon the occurrence and during the continuance of an Event of Default under the Indenture, the Trustee shall have the right to receive all distributions, fees, compensation and other monies constituting or payable with respect to the LLC Interests and the same and the proceeds thereof shall be applied, along with other stated payments due under the Indenture, to the Secured Obligations in accordance with the Indenture until the Secured Obligations shall have been repaid in full.
(c) Upon the occurrence and during the continuation of an Event of Default under the Indenture, following written notice by the Trustee (acting at the written direction of the Holders of not less than a majority in principal amount of the Outstanding Notes) to the Grantor: (i) all rights of the Grantor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain with respect to the LLC Interests shall cease and all such Securities)rights shall thereupon be vested in the Trustee which shall then have the sole right to receive and hold such dividends, distributions and interest payments; and (ii) all dividends, distributions and interest payments which are received by the Grantor contrary to the provisions of the foregoing clause (i) shall be received in trust for the benefit of the Trustee, shall be segregated from other property or funds of the Grantor, and shall be forthwith paid over to the Trustee in the exact form received, to be held by the Collateral Agent Trustee as further collateral security for the Secured Obligations.
(d) Upon the occurrence and during the continuance of an Event of Default under the Indenture, upon and following written notice by the terms Trustee (acting at the written direction of the Holders of not less than a majority in principal amount of the Outstanding Notes) to the Grantor, all rights of the Grantor to exercise the voting and conditions set forth other consensual rights which it would otherwise be entitled to exercise with respect to the LLC Interests shall cease and all such rights shall thereupon become vested in the Trustee which shall then have the sole right to exercise such voting and other consensual rights. Notwithstanding any other provision of this Agreement. The Pledgor and , the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held on behalf Trustee shall not be deemed to assume any contractual obligation of the Secured Creditors. The Seller Creditors agree that, so long as any of the Obligations Grantor owing to the Bank Creditors or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof and, to the extent required by applicable law, participate in any foreclosure or enforcement proceeding; provided that such participation shall not confer any rights (including any rights relating to the direction of or the providing of consents in connection with any such proceeding) on the Seller Creditors other than as set forth above. The Seller Creditors also agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, Person by reason of this Agreement or a foreclosure by the Trustee on the LLC Interests, and such security interest obligations shall remain the obligations of the Seller CreditorsGrantor.
(e) The Trustee shall not be obligated to perform or discharge, have nor does it hereby undertake to perform or discharge, any dutyobligation, express duty or implied, to provide liability imposed on the Grantor under or by reason of any notices to the Seller Creditors in respect organizational document of the Collateral Grantor or their interests therein GCI, and the Grantor does hereby agree to indemnify the Trustee for and to hold the Trustee harmless of and from any and all liability, loss, damage, tax, judgment, suit, penalty, cost, or to take expense (including, without limitation, fees, costs and expenses of any other counsel, experts and agents) which it may or might incur as a result of this Agreement or any such obligation, duty or liability or any action not expressly set forth hereinor claim relating thereto.
Appears in 1 contract
Pledge. (a) To secure induce the Obligations Bank to enter into this ------ Agreement and for to issue the purposes ------ set forth in Section 1Letter of Credit, the Pledgor (i) Company hereby pledges, conveys and assigns to the Bank, and hereby grants to the Collateral Bank a continuing first lien and security interest in, any unremarketed bonds (as the same may be from time to time delivered to the Trustee or the Paying Agent as collateral agent for the benefit Bank pursuant to the Indenture), any proceeds of (a) the Bank Creditors and the Other Creditorssuch Bonds, a first priority security interest in all of the Collateral (as hereinafter defined) Company's rights to receive unremarketed bonds and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the PledgorCompany's right, title and or interest in and to such Securities (and unremarketed bonds, in and to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent each case as collateral security for the ObligationsCompany's obligations hereunder.
(b) The Company hereby consents to each of the Trustee or the remarketing agent acting as the agent and bailee of the Bank for the purpose of perfecting the lien of the pledge hereunder, and of holding the collateral for the benefit of the Bank pursuant to the Indenture.
(c) If (i) the Company makes or causes to be made to the Bank a prepayment in respect of any Demand Loans outstanding under Article IV of this ---------- Agreement or (ii) the remarketing agent causes Bank Bonds at the time held hereunder to be purchased, the Bank agrees, upon receipt of such prepayment of such remarketing proceeds, to release from the terms and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held on behalf lien of the Secured Creditors. The Seller Creditors agree thatpledge hereunder and deliver to the Company or the remarketing agent, as the case may be, Bank Bonds, the principal amount of which is equal to the prepayment or reimbursement so long as made or to the principal amount so purchased.
(d) Notwithstanding any provisions contained in the Bonds or any of the Obligations owing to other Related Documents, regardless of the interest rate payable on any Bank Bond, the Bank Creditors or shall be entitled to collect interest from the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof and, to the extent required by applicable law, participate in any foreclosure or enforcement proceeding; provided that such participation shall not confer any rights (including any rights relating to the direction of or the providing of consents in connection with any such proceeding) Company on the Seller Creditors other than as set forth above. The Seller Creditors also agree that, so long as any of the Obligations owing to Demand Loans at the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forth rates as described and provided for herein.
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority security interest in all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a continuing security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits those Liens permitted to exist with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers respect to the Collateral Agent certificates therefor, duly endorsed pursuant to the terms of all Credit Documents then in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securitieseffect) in favor of the case Pledgee for the benefit of capital stockthe Secured Creditors in, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) all Subject Stock owned or held by such Securities Pledgor from time to time;
(and in and b) to the certificates extent Subject Stock consists of Limited Liability Company Interests, all Limited Liability Company Interests owned by such Pledgor from time to time, whether now existing or instruments evidencing such Securities)hereafter acquired, including, without limitation, to be held by the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in this Agreement. The all profits, income, surpluses, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and the Collateral Agent acknowledge that remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all Collateral held by the Collateral Agent is held of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andforegoing, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any of the foregoing; and
(E) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evi- dencing such proceedingother property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(c) to the extent Subject Stock consists of Partnership Interests, all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Seller Creditors name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other than as set forth aboveinstruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(E) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(d) the Existing Collateral; and
(e) all Proceeds of any and all of the foregoing. The Seller Creditors also agree that, provided that (i) no Pledgor shall be required at any time to pledge hereunder any Equity Interest (or any Proceeds thereof) held by such Pledgor in the STP Nuclear Operating Company and (ii) so long as no Event of Default has occurred and is continuing, any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstandingand all Liens created hereby shall, the Collateral Agent shall notwithout any further action by any Person, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors be released in respect of amounts paid by any Pledgor as cash Dividends in compliance with Section 9.06 of the Collateral or their interests therein or to take any other action not expressly set forth hereinCredit Agreement, immediately upon such payment.
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in this Agreement. The all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and the Collateral Agent acknowledge that remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or their interests therein to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth hereinlimited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property owned by such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) except as otherwise provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 1 contract
Pledge. To Subject to the Intercreditor Agreement with respect to rights and remedies between First-Lien Collateral Agent and the Pledgee, to secure the PBGC Obligations and for the purposes ------ set forth in Section 1, the now or hereafter owed or to be performed by such Pledgor (i) hereby grants but subject to the Collateral Agent for proviso at the benefit end of (a) the Bank Creditors and the Other Creditors, a first priority security interest in all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank this Section 3.1 in the case of promissory notes Voting Equity Interests of first-tier Foreign Subsidiaries pledged hereunder), each Pledgor does hereby grant, pledge and accompanied by undated stock powers duly executed in blank by assign to the Pledgor Pledgee for its own benefit and the benefit of the PBGC Creditors, and does hereby create a continuing security interest (and accompanied by any transfer tax stamps required in connection subject to those Liens permitted to exist with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable respect to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over pursuant to the Collateral Agent terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for its own benefit and the benefit of the PBGC Creditors in, all of the Pledgor's its right, title and interest in and to such Securities the following, whether now existing or hereafter from time to time acquired (and in and collectively, the “Collateral”):
(a) each of the Collateral Accounts (to the certificates or instruments evidencing such Securitiesextent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by any Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in this Agreement. The all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and the Collateral Agent acknowledge that remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or their interests therein to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth hereinlimited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(f) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(g) all Proceeds of any and all of the foregoing; provided that, notwithstanding anything to the contrary contained in this Agreement, the term “Collateral” as used herein shall not include any of the Voting Equity Interests of a first-tier Foreign Subsidiary of any Pledgor in excess of 65% of the total combined voting power of all classes of Voting Equity Interests of such first-tier Foreign Subsidiary.
Appears in 1 contract
Pledge. To secure the Obligations and for the purposes ------ set forth in Section 1now or hereafter owed or to be performed by such Pledgor, the Pledgor (i) applicable Pledgor, as indicated below, does hereby grants grant and pledge to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) in the case of each Pledgor listed on Annex F, the applicable Earnings Account held in its name, together with all of such Securities (Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings evidencing the certificates Earnings Accounts (collectively, the “Earnings Account Collateral”);
(b) in the case of all Stock of each Subsidiary Guarantor, each a “Pledged Subsidiary”) and is owned by a Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Stock of any such Pledged Subsidiary;
(c) all Limited Liability Company Interests in any Pledged Subsidiary owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or instruments evidencing such Securities)hereafter acquired, including, without limitation, to be held by the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in this Agreement. The all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of such Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and the Collateral Agent acknowledge that remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests in any Pledged Subsidiary owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or their interests therein to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth herein.limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants pledge to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) (i) the Concentration Accounts, together with all of such Securities (Xxxxxxx’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings evidencing the certificates Concentration Accounts and (ii) the Minimum Liquidity Account, together with all of such Xxxxxxx’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or instruments at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings evidencing the Minimum Liquidity Account;
(b) all Stock of (i) the Borrower and (ii) each Xxxxxxxx Islands Subsidiary or each Liberian Subsidiary (each an “Issuer”) owned by such Securities)Pledgor and all options and warrants owned by such Pledgor from time to time to purchase Stock of any such Subsidiary Guarantor;
(c) all Limited Liability Company Interests in each Issuer owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to be held by the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in this Agreement. The all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of such Xxxxxxx’s claims, rights, powers, privileges, authority, options, security interests, liens and the Collateral Agent acknowledge that remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests in each Issuer owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or their interests therein to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth hereinlimited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(e) all Proceeds of any and all of the foregoing.
Appears in 1 contract
Samples: Credit Agreement
Pledge. To secure the Obligations and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants to the Collateral Agent for the benefit of (a) The Pledgor does hereby grant unto the Bank Creditors Pledgee in its capacity solely as collateral agent for the equal and ratable benefit of the Other Secured Creditors, as security for the prompt payment and performance when due of all Obligations, a first priority continuing security interest in all of the Collateral (as hereinafter defined) right, title and (b) interest of the Seller CreditorsPledgor in, a security interest (which security interest shall be subject to and subordinate in all respects to the security interest described in clause (a) above) in under all of the Collateral following property (iiand all rights therein) hereby pledges and deposits with of the Collateral Agent the Securities owned by Pledgor, or in which or to which the Pledgor on the date hereofhas any rights, and delivers in each case whether now existing or hereafter from time to time acquired:
(i) The Chassis Trust Interest, including, without limitation, to the Collateral Agent certificates thereforfullest extent permitted under the terms and provisions of the documents and agreements governing such Chassis Trust Interest and applicable law:
(A) all its capital therein and its interest in all profits, duly endorsed in blank in the case of promissory notes income, surpluses, losses, Trust Assets and accompanied by undated stock powers duly executed in blank by other distributions to which the Pledgor (and accompanied by shall at any transfer tax stamps required time be entitled in connection with the pledge respect of such SecuritiesChassis Trust Interest;
(B) all other payments due or to become due to the Pledgor in respect of the case Chassis Trust Interest, whether under any trust agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of capital stockits claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any trust agreement, or at law or otherwise in respect of such other instruments Chassis Trust Interest;
(D) all present and future claims, if any, of transfer as are reasonably acceptable to the Collateral Agent and Pledgor against any such trust for monies loaned or advanced, for services rendered or otherwise;
(iiiE) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's rights under any trust agreement or operating agreement or at law to exercise and enforce every right, title power, remedy, authority, option and interest in privilege of the Pledgor relating to such Chassis Trust Interest, including any power to terminate, cancel or modify any trust agreement, to execute any instruments and to such Securities (take any and in and to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon the terms and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of the Pledgor in respect of such Chassis Trust Interest and any such trust, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing foregoing or for any Trust Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the Bank Creditors foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the Other Creditors remain outstandingforegoing, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to foreclosure time received, receivable or any other right or remedy otherwise distributed in respect of the Collateral without the consent or in exchange for any or all thereof; and
(b) all Proceeds of any and all of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right foregoing; all of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andforegoing, to the extent required by applicable lawnow existing or hereinafter from time to time acquired, participate in any foreclosure or enforcement proceeding; provided that such participation shall not confer any rights (including any rights relating to collectively the direction of or the providing of consents in connection with any such proceeding) on the Seller Creditors other than as set forth above. The Seller Creditors also agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forth herein"Collateral".
Appears in 1 contract
Pledge. To secure Each Pledgor hereby pledges to the Obligations and Agent, for the purposes ------ set forth in Section 1benefit of the Agent and the Holders of Secured Obligations, the Pledgor (i) hereby and grants to the Collateral Administrative Agent for the benefit of (a) the Bank Creditors Administrative Agent and the Other Creditors, a first priority security interest in all Holders of the Collateral (as hereinafter defined) and (b) the Seller CreditorsSecured Obligations, a security interest (which security interest shall be subject and subordinate in all respects to in, the security interest collateral described in clause subsections (a) abovethrough (c) below (collectively, the "Pledged Collateral"):
(i) The shares of the capital stock of the Pledged Subsidiaries, now or at any time or times hereafter owned by such Pledgor (such shares being identified on Schedule I attached hereto or on any Schedule I attached to any applicable Pledge Supplement), and the certificates representing the shares of such capital stock, all options and warrants for the purchase of shares of the stock of such Pledged Subsidiaries now or hereafter held in the name of such Pledgor (all of said capital stock, options and warrants and all capital stock held in the name of such Pledgor as a result of the exercise of such options or warrants being hereinafter collectively referred to as the "Pledged Stock"), herewith, or from time to time, delivered to the Administrative Agent accompanied by stock powers in the form of Exhibit B attached hereto and made a part hereof (the "Powers") duly executed in blank, and all dividends, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Collateral Pledged Stock.
(ii) hereby pledges and deposits with All additional shares of capital stock of the Collateral Agent the Securities owned Pledged Subsidiaries described in Section 1(a)(i) above from time to time acquired by the such Pledgor on the date hereofin any manner, and delivers the certificates, which shall be delivered to the Collateral Agent certificates thereforAdministrative Agent, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor representing such additional shares (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all additional shares shall constitute part of the Pledgor's right, title Pledged Stock and interest in and the Administrative Agent is irrevocably authorized to unilaterally amend Schedule I hereto or on any Schedule I to any applicable Pledge Supplement to reflect such Securities (and in and to the certificates or instruments evidencing such Securitiesadditional shares), and all options, warrants, dividends, cash, instruments, investment property and other rights and options from time to be held by the Collateral Agent as collateral security for the Obligationstime received, upon the terms and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held on behalf of the Secured Creditors. The Seller Creditors agree that, so long as any of the Obligations owing to the Bank Creditors receivable or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or any other right or remedy otherwise distributed in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall or in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof and, to the extent required by applicable law, participate in exchange for any foreclosure or enforcement proceeding; provided that such participation shall not confer any rights (including any rights relating to the direction of or the providing of consents in connection with any such proceeding) on the Seller Creditors other than as set forth above. The Seller Creditors also agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason all of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forth hereinshares.
Appears in 1 contract
Pledge. To secure the Applicable Obligations of such Pledgor and for the purposes ------ set forth in Section 1, the each Pledgor (i) does hereby grants grant, pledge and assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other relevant Secured Creditors, and does hereby create a first priority continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(i) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(ii) all Securities owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) all Limited Liability Company Interests owned by such Pledgor from time to time and all of such Pledgor’s right, title and interest in each limited liability company to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(2) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(4) all present and future claims, if any, of any of such Pledgor against any such Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest and any such Pledged LLC, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default); and
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or instruments evidencing such Securities)other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(iv) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor’s right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation:
(1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of any such Partnership Interest;
(2) all other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interest;
(4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(5) all of such Pledgor’s rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights to be held exercisable only upon the occurrence and during the continuation of a Noticed Event of Default);
(6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) in the case of the Borrower, the RJRTH Intercompany Note and all rights of the Borrower hereunder in its capacity as the RJRTH Intercompany Note Creditor (including all rights to receive proceeds from any sale or other disposition of the capital stock of Rxxxxxxx Tobacco pledged to secure RJRTH Intercompany Note Obligations);
(vii) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(viii) all Proceeds of any and all of the foregoing. ; provided that, notwithstanding the foregoing, (1) the Collateral Agent as collateral security for that secures the ObligationsExisting Senior Notes Obligations of a Specified Existing Senior Notes Pledgor shall be limited to Designated Existing Senior Notes Collateral owned by such Specified Existing Senior Notes Pledgor, upon the terms and conditions set forth in this Agreement. The Pledgor all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Existing Senior Notes Pledgor, and the Collateral Agent acknowledge Proceeds with respect to any item of Collateral owned by a Specified Existing Senior Notes Pledgor that are to be applied to the Existing Senior Notes Obligations shall be limited to Collateral Proceeds resulting from the sale, other disposition of or other realization upon, and other moneys received in respect of, the Designated Existing Senior Notes Collateral of such Specified Existing Senior Notes Pledgor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified Existing Senior Notes Pledgor, (2) the Collateral held that secures the RAI Senior Notes Obligations of a Specified RAI Senior Notes Pledgor shall be limited to Designated RAI Senior Notes Collateral owned by such Specified RAI Senior Notes Pledgor, all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified RAI Senior Notes Pledgor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified RAI Senior Notes Pledgor that are to be applied to the RAI Senior Notes Obligations shall be limited to Collateral Proceeds resulting from the sale, other disposition of or other realization upon, and other moneys received in respect of, the Designated RAI Senior Notes Collateral of such Specified RAI Senior Notes Pledgor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified RAI Senior Notes Pledgor, (3) the Collateral that secures the RJRTH Intercompany Note Obligations of RJRTH shall be limited to the capital stock of Rxxxxxxx Tobacco owned by RJRTH, and the Collateral Proceeds with respect to the capital stock of Rxxxxxxx Tobacco owned by RJRTH that are to be applied to the RJRTH Intercompany Note Obligations shall be limited to Collateral Proceeds from the sale, other disposition of or other realization upon, and other moneys received in respect of, such capital stock of Rxxxxxxx Tobacco, (4) prior to (but not after) the time RJRTH becomes a Specified RAI Senior Notes Pledgor, the capital stock of Rxxxxxxx Tobacco shall not secure any Obligations other than the RJRTH Intercompany Note Obligations, (5) at any time prior to the exchange of at least 51% in aggregate principal amount of each series of Existing Senior Notes for Exchange Senior Notes as contemplated by the Collateral Agent is held on behalf definition of “Exchange Senior Notes” in the Credit Agreement (and the elimination of the Secured Creditors. The Seller Creditors agree thatlien covenant in the Existing Senior Notes Indenture as consented to by the requisite holders of the Existing Senior Notes), so long the term “Collateral” as used herein shall not include any indebtedness or other obligations owing by a Subsidiary of RJRTH to RJRTH or any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstandingits Subsidiaries, (6) at any time on and after RJRTH becomes a Specified RAI Senior Notes Pledgor, the capital stock of Rxxxxxxx Tobacco owned by RJRTH shall cease to secure the RJRTH Intercompany Note Obligations, and (7) in the case of any sale, assignment, transfer or grant of a security interest hereunder by a Restricted Pledgor only, the term “Collateral” shall not include any Collateral (determined as provided herein without regard to this clause (7)) of such Restricted Pledgor other than (x) Collateral of the type described in clause (i)(bi) in the preceding paragraph shall not entitle them to foreclosure or any of Section 3.1 and (y) all other right or remedy in respect Collateral of the Collateral without type which may be perfected by the consent filling of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof and, to the extent required by applicable law, participate a UCC-1 financing statement in any foreclosure or enforcement proceeding; provided that such participation shall not confer any rights (including any rights relating to the direction of or the providing of consents in connection with any such proceeding) on the Seller Creditors other than as set forth above. The Seller Creditors also agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forth hereinrelevant jurisdiction.
Appears in 1 contract
Pledge. To secure the Obligations and for the purposes ------ set forth in Section 1, the now or hereafter owed or to be performed by such Pledgor (ibut subject to clause (x) of the proviso at the end of this Section 3.1 in the case of the Voting Equity Interests pledged hereunder of (x) Foreign Subsidiaries that are CFCs and (y) FSHCOs), each Pledgor does hereby grants grant and pledge to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority security interest in all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a continuing security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits those Liens permitted to exist with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers respect to the Collateral Agent certificates therefor, duly endorsed pursuant to the terms of all Secured Debt Agreements then in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securitieseffect) in favor of the case Pledgee for the benefit of capital stockthe Secured Creditors in, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in and to such Securities the following, whether now existing or hereafter from time to time acquired (and in and collectively, the “Collateral”):
(a) each of the Collateral Accounts (to the certificates or instruments evidencing such Securitiesextent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in this Agreement. The all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and the Collateral Agent acknowledge that remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or their interests therein to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all other Equity Interests, Financial Assets, Investment Property and Notes owned by such Pledgor from time to time;
(f) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(g) all Proceeds of any and all of the foregoing; provided that (x) with respect to the pledge of any Equity Interests in any Foreign Subsidiary that is a CFC or any FSHCO, the pledge hereunder shall not include more than 65% of the total combined voting power of all classes of Voting Equity Interests of (i) each such Foreign Subsidiary that is a CFC and (ii) each such FSHCO, (y) the pledge by any Pledgor hereunder shall not include the Equity Interests of (i) a joint venture or other non-wholly-owned subsidiary to the extent that granting a security interest in or a Lien on such Equity Interests is not permitted by the governing documents of such joint venture or other non-wholly-owned subsidiary, and (ii) any Subsidiary not directly owned by such Pledgor and (z) subject to clause (y), each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Foreign Subsidiary that is a CFC at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x). Notwithstanding the foregoing or anything to the contrary contained herein, no pledge or security interest is or will be granted pursuant to this Agreement in any right, title or interest of any Pledgor in, to or under the Excluded Collateral.
Appears in 1 contract
Samples: Abl Pledge Agreement (PAE Inc)
Pledge. To secure the Obligations now or hereafter owed or to be performed by the Borrower, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) all Limited Liability Company Interests of such Securities Pledgor from time to time and all of its right, title and interest in the limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon the terms take any and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(b) all Security Entitlements of such Pledgor from time to time in any and all of the Collateral or their interests therein or to take foregoing; and
(c) all Proceeds of and all products (including interest, dividends, distributions and other earnings) in any other action not expressly set forth hereinand all of the foregoing.
Appears in 1 contract
Pledge. To secure the Obligations and for the purposes ------ set forth in Section 1, the now or hereafter owed or to be performed by such Pledgor (ibut subject to clause (A) of the proviso at the end of this Section 3.1 in the case of Voting Equity Interests of Exempted Foreign Entities pledged hereunder), each Pledgor does hereby grants grant, pledge and assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority security interest in all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a continuing security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits those Liens permitted to exist with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers respect to the Collateral Agent certificates therefor, duly endorsed pursuant to the terms of all Secured Debt Agreements then in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securitieseffect) in favor of the case Pledgee for the benefit of capital stockthe Secured Creditors in, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in and to such Securities the following, whether now existing or hereafter from time to time acquired (and in and collectively, the “Collateral”):
(a) each of the Collateral Accounts (to the certificates or instruments evidencing such Securitiesextent a security interest therein is not created pursuant to the U.S. Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the DIP Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in this Agreement. The all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and the Collateral Agent acknowledge that remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the Bank Creditors fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Other Creditors remain outstandingname of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(f) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(g) all Proceeds of any and all of the foregoing; provided that (A) to the extent Voting Equity Interests of any Exempted Foreign Entity is pledged hereunder which represents more than 65% of the total combined voting power of all classes of Voting Equity Interests of the respective Exempted Foreign Entity (with all Voting Equity Interests of the respective Exempted Foreign Entity in excess of said 65% limit being herein called “Excess Exempted Foreign Entity Voting Equity Interests”), such Excess Exempted Foreign Entity Voting Equity Interests shall secure Obligations of the respective Pledgor only as a guarantor of the Obligations of the Canadian Borrower and the German Borrower, and shall not secure any direct Obligations of the U.S. Borrower (or guarantees of such Obligations by the respective Pledgor), (B) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (A) and (C) no Pledgor shall be required at any time to pledge hereunder, and the term “Collateral” shall not include, any rights or property (x) to the extent that any valid and enforceable law, statute, rule, regulation, order or directive of a governmental authority or agency applicable to such rights or property, or any contractual obligations binding on such rights or property, prohibits, restricts or requires the consent of a third party for, or would result in the termination of such rights or property as a result of, the creation of a security interest therein, except to the extent provided by Sections 9-406, 9-407, 9-408 and 9-409 of the UCC (solely to the extent the UCC is controlling) or (y) in director’s qualifying shares, to the extent that a Subsidiary of such Pledgor shall have been required by applicable law to issue such director’s qualifying shares, provided, further, that any such rights and property described in clause (i)(bC)(x) in of the preceding paragraph proviso shall not entitle them to foreclosure or any other right or remedy in respect of be excluded from the Collateral without only to the extent and for so long as such prohibition, restriction or third party consent requirement continues validly to prohibit, restrict or require the consent of a third party for the Bank Creditors creation of such security interest, and upon the Other Creditorsexpiration, provided that termination or other lifting of such prohibition, restriction or third party consent requirement, such rights and properties shall automatically be included in the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andCollateral, to the extent required by applicable law, participate in any foreclosure or enforcement proceeding; provided that such participation shall not confer any rights (including any rights relating to the direction of or the providing of consents in connection with any such proceeding) without further action on the Seller Creditors other than as set forth above. The Seller Creditors also agree that, so long as part of any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstandingPledgor, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forth hereinSecured Creditor.
Appears in 1 contract
Pledge. To secure the Obligations and for now or hereafter owed by the purposes ------ set forth in Section 1Pledgor, the Pledgor (i) does hereby grants grant, pledge and assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors Beneficiaries, and the Other Creditors, does hereby create a first priority continuing security interest in (subject to those Encumbrances permitted to exist with respect to the Collateral pursuant to the terms of all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate Senior Finance Documents then in all respects to the security interest described in clause (a) aboveeffect) in favor of the Pledgee for the benefit of the Beneficiaries in, all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired, (the “Collateral”):
(a) all Limited Liability Company Interests owned by the Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Securities (and in and Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(i) all other payments due or to become due to the Pledgor in this Agreement. The respect of such Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(ii) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(iii) all of the Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and the Collateral Agent acknowledge that to take any and all Collateral held by the Collateral Agent is held other action on behalf of and in the name of the Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(iv) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(b) all Proceeds of any and all the foregoing; provided, however, that notwithstanding the foregoing, in no event shall the Pledgor be required to pledge any Excluded Charged Assets to the Security Trustee under this Agreement to secure the Designated Secured CreditorsObligations. The Seller Creditors agree thatFor the avoidance of doubt,
(i) all Collateral that does not constitute Excluded Charged Assets remains pledged pursuant to this Agreement to secure all Secured Obligations, including without limitation the Designated Secured Obligations; and
(ii) such Excluded Charged Assets remain pledged under this Section 3.1 to secure any Secured Obligations that are not Designated Secured Obligations. In the event that Rule 3-16 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 United States federal or state governmental agency) of separate financial statements of any such Subsidiary due to the fact that such Subsidiary’s Ownership Interests or other securities secure any Designated Secured Obligations, then such Ownership Interests or other securities (as applicable) of such Subsidiary shall automatically be deemed to be Excluded Charged Assets for such Designated Secured Obligations but (i) only to the extent necessary to not be subject to any such financial statement requirement, (ii) only for so long as any such financial statement requirement would otherwise have been applicable to such Subsidiary and (iii) only if no member of the Obligations owing Group files or is otherwise required to file separate financial statements of such Subsidiary with the Bank Creditors SEC or such other governmental agency under a separate rule or regulation. If the Other Creditors remain outstanding, the security interest circumstances described in clause (i)(b) in the preceding this paragraph shall not entitle them to foreclosure apply, this Agreement may be amended or any other right or remedy in respect of the Collateral modified, without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andany Senior Finance Party, to the extent required necessary to release the pledge (but only to the extent securing such Designated Secured Obligations and without prejudice to the pledge securing the Secured Obligations referred to in clause (ii) of the preceding paragraph) in favor of the Security Trustee on the relevant Ownership Interests and/or other securities that are so deemed to constitute Excluded Charged Assets. In the event that Rule 3-16 is amended, modified or interpreted by applicable the SEC to permit (or is replaced with another rule or regulation, or any other law, participate rule or regulation is adopted, which would permit) such Subsidiary’s Ownership Interests and/or other securities to secure any Designated Secured Obligations in excess of the amount then pledged without the filing with the SEC (or any foreclosure other United States federal or enforcement proceeding; provided that state governmental agency) of separate financial statements of such participation shall Subsidiary, then the Ownership Interests or other securities (as applicable) of such Subsidiary will automatically be deemed not confer any rights (including any rights relating to be Excluded Charged Assets for such Designated Secured Obligations, but limited to the direction of or the providing of consents in connection with extent necessary to not be subject to any such proceeding) on financial statement requirement. If the Seller Creditors other than as set forth above. The Seller Creditors also agree thatcircumstances described in this paragraph apply, so long as this Agreement may be amended or modified, without the consent of any Senior Finance Party, to the extent necessary to pledge in favor of the Obligations owing Security Trustee such additional Ownership Interests or other securities that were deemed to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forth hereinconstitute Excluded Charged Assets.
Appears in 1 contract
Samples: Pledge Agreement (Wakefield Cable Communications LTD)
Pledge. To secure the Obligations and for the purposes ------ set forth Stock Dividends, Distributions, etc., with Respect to Pledged Stock. ------------------------------------------------------------------ If, while this Agreement is in Section 1effect, the Pledgor Pledgors shall become entitled to receive or shall receive any stock certificate (i) hereby grants including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification or any increase or reduction of capital, or issued in connection with any reorganization, reincorporation or merger), option or right, whether as an addition to, in substitution of, or in exchange for any Pledged Stock, the Pledgors agree that they shall accept and hold the same in trust on behalf of the Company and deliver the same forthwith to the Collateral Agent for Company in the benefit of (a) exact form received, with the Bank Creditors and the Other Creditors, a first priority security interest in all indorsement of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits Pledgors when necessary and/or with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by appropriate undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to such Securities (and in and to the certificates or instruments evidencing such Securities)blank, to be held by the Collateral Agent Company subject to the terms hereof, as additional collateral security for the Obligations, . Any sums paid upon the terms and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held on behalf of the Secured Creditors. The Seller Creditors agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or any other right or remedy in respect of the Collateral without Pledged Stock upon the consent liquidation or dissolution of the Bank Creditors and the Other CreditorsCompany, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof and, be paid over to the extent required Company to be held by applicable law, participate it in trust as additional collateral security for the Obligations; and in case any foreclosure distribution of capital shall be made on or enforcement proceeding; provided that such participation shall not confer any rights (including any rights relating to the direction of or the providing of consents in connection with any such proceeding) on the Seller Creditors other than as set forth above. The Seller Creditors also agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral Pledged Stock or their interests therein any property shall be distributed upon or with respect to take the Pledged Stock pursuant to the recapitalization or reclassification of the capital of the Company or pursuant to the reorganization of the Company, the property so distributed shall be delivered to the Company to be held by its as additional collateral security for the Obligations. All sums of money and property so paid or distributed in respect of the Pledged Stock which are received by the Pledgors shall be segregated from the other property or funds of the Pledgors and held by the Pledgors in trust as additional collateral security for the Obligations. So long as no Event of Default, as defined herein, has occurred and is continuing, the Pledgor shall be entitled to retain and use any other action not expressly set forth hereinand all cash dividends paid on the Pledged Stock, except for any sums paid upon liquidation or dissolution as described above.
Appears in 1 contract
Samples: Securities Pledge Agreement (Virtual Mortgage Network Inc)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority security interest in all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a continuing security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits those Liens permitted to exist with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers respect to the Collateral Agent certificates therefor, duly endorsed pursuant to the terms of all Secured Debt Agreements then in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securitieseffect) in favor of the case Pledgee for the benefit of capital stockthe Secured Creditors in, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in and to such Securities the following, whether now existing or hereafter from time to time acquired (and in and collectively, the “Collateral”):
(a) each of the Collateral Accounts (to the certificates or instruments evidencing such Securitiesextent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(c) all Pledged Notes owned or held by such Pledgor from time to time in which such Pledgor is listed as the Collateral Agent as collateral security for lender or payee;
(d) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in this Agreement. The all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and the Collateral Agent acknowledge that remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such proceedingother property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Seller Creditors name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(f) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(g) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(h) all Proceeds of any and all of the foregoing; provided that (x) except in the circumstances and to the extent provided by Section 9.16 of the Credit Agreement, no Pledgor shall be required at any time to pledge hereunder (and the term “Collateral” shall not include) the Voting Equity Interests of any Exempted Foreign Entity constituting more than as set forth above. The Seller Creditors also agree that65% of the total combined voting power of all Voting Equity Interests of such Exempted Foreign Entity, (y) no Pledgor shall be required at any time to pledge hereunder (and the term “Collateral” shall not include) any Equity Interest of US LEC PAC and (z) no Pledgor shall be required at any time to pledge hereunder (and the term “Collateral” shall not include) any Excluded Account (so long as any same remains an “Excluded Account” in accordance with the definition thereof). For the avoidance of doubt, notwithstanding the preceding sentence, each Pledgor shall be required to pledge hereunder 100% of the Obligations owing Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, time acquired by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forth hereinPledgor.
Appears in 1 contract
Pledge. To secure the Secured Obligations and for the purposes ------ set forth in Section 1, the now or hereafter owed or to be performed by such Pledgor (ibut subject to clause (x) hereby grants to the Collateral Agent for the benefit of (a) the Bank Creditors and the Other Creditors, a first priority security interest in all of the Collateral (as hereinafter defined) and (b) proviso at the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all end of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securitiesthis Section 3(a) in the case of capital stockthe Voting Equity Interests of Foreign Subsidiaries and FSHCOs pledged hereunder), or such other instruments each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of transfer as are reasonably acceptable the Secured Creditors, and does hereby create a continuing security interest (subject to those Liens permitted to exist with respect to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over pursuant to the Collateral Agent terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all of the Pledgor's its right, title and interest in and to such Securities the following, whether now existing or hereafter from time to time acquired (and in and collectively, the “Collateral”):
(i) each of the Collateral Accounts (to the certificates or instruments evidencing such Securitiesextent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(ii) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(iii) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in this Agreement. The all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and the Collateral Agent acknowledge that remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(iv) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or their interests therein to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth hereinlimited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(v) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(vii) all Proceeds of any and all of the foregoing; provided that notwithstanding anything to the contrary in this clause (a), the term “Collateral” and the pledge hereunder shall not include any Excluded Collateral.
Appears in 1 contract
Samples: Abl Credit Agreement (Performance Sports Group Ltd.)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Xxxxxxx, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in and a lien on, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in and to such Securities the following, whether now existing or hereafter from time to time acquired (and in and collectively, the “Collateral”):
(a) each of the Collateral Accounts (to the certificates or instruments evidencing such Securitiesextent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(i) all its capital therein and its interest in this Agreement. The all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(ii) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(iii) all of its claims, rights, powers, privileges, authority, options, security interests, liens and the Collateral Agent acknowledge that remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(iv) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(v) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(vi) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(i) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(ii) all other payments due or their interests therein to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(iii) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(iv) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(v) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth hereinlimited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(vi) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(f) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(g) all Proceeds of any and all of the foregoing; provided that (x) except in the circumstances and to the extent provided by Section 9.17 of the Credit Agreement (in which case this clause (x) shall no longer be applicable), no Pledgor shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Equity Interests of any direct Exempted Foreign Entity and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each direct Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x).
Appears in 1 contract
Pledge. (i) To secure the Obligations and for the purposes ------ set forth in Section 1, the now or hereafter owed or to be performed by such Pledgor (ibut subject to clause (x) of the proviso at the end of this Section 3.1 in the case of Voting Equity Interests of Exempted Foreign Entities pledged hereunder), each Pledgor does hereby grants grant, pledge and assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority security interest in all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a continuing security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits those Liens permitted to exist with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers respect to the Collateral Agent certificates therefor, duly endorsed pursuant to the terms of all Secured Debt Agreements then in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securitieseffect) in favor of the case Pledgee for the benefit of capital stockthe Secured Creditors in, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's its right, title and interest in and to such Securities the following, whether now existing or hereafter from time to time acquired (and in and collectively, the “Collateral”):
(a) each of the Collateral Accounts (to the certificates or instruments evidencing such Securitiesextent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(f) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(g) all Proceeds (other than Excluded Proceeds) of any and all of the foregoing; provided that (x) no Voting Equity Interests of any Exempted Foreign Entity which represents more than 65% of the total combined voting power of all classes of Voting Equity Interests of the respective Exempted Foreign Entity shall be pledged hereunder, (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x) and (z) notwithstanding (i) anything to the contrary contained above in this Section 3.1, the security interest created pursuant to this Agreement shall not extend to, and the term “Collateral” shall not include (A) Excluded Collateral owned or held by any Pledgor, and (B) any Instruments received in connection with grower loans extended in accordance with Section 10.05 of the Credit Agreement to the extent local law or the relevant grower loan documents prohibit such pledge and (ii) anything to the contrary contained in this Agreement. The , such Pledgor shall not be required to pledge any Notes hereunder with an outstanding principal amount of $500,000 or less, provided that no more than $2,500,000 in aggregate principal amount for all such Notes for all Pledgors hereunder (including, for this purpose, any Instruments (as defined in the Security Agreement) not required to be delivered pursuant to the Security Agreement) shall be excluded from the pledge and delivery requirements under this Agreement.
(ii) Notwithstanding anything to the contrary contained in this Section 3.1 or elsewhere in this Agreement, each Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held Pledgee (on behalf of the Secured Creditors. The Seller Creditors agree ) acknowledges and agrees that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof and, to the extent required by applicable law, participate in any foreclosure or enforcement proceeding; provided that such participation shall not confer any rights (including any rights relating to the direction of or the providing of consents in connection with any such proceeding) on the Seller Creditors other than as set forth above. The Seller Creditors also agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forth herein.:
Appears in 1 contract
Samples: Credit Agreement (Dole Food Co Inc)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants pledge to the Collateral Agent for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Collateral Agent for the benefit of the Secured Creditors in, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) all Stock of any Subsidiary Guarantor owned by such Securities Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Stock of any such Subsidiary Guarantor;
(b) all Limited Liability Company Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in and each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the capital thereof and its interest in this Agreement. The all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of such Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and the Collateral Agent acknowledge that remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any such proceedingof the foregoing; and
(F) on the Seller Creditors all other than as set forth above. The Seller Creditors also agree that, so long as property hereafter delivered in substitution for or in addition to any of the Obligations owing foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to the Bank Creditors time received, receivable or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors otherwise distributed in respect of or in exchange for any or all thereof;
(c) all Partnership Interests in any Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the Collateral fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or their interests therein to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not expressly set forth hereinlimited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and
(d) all Proceeds of any and all of the foregoing.
Appears in 1 contract
Samples: Credit Agreement (Todco)
Pledge. To secure the Obligations and (a) As security for the purposes ------ set forth prompt and complete payment and performance when due of the Secured Obligations in Section 1accordance with the terms of the Loan Agreement and the other Financing Agreements (including this Agreement), the Pledgor hereby unconditionally and irrevocably establishes and provides to the Pledgeholder a pledge (the "Pledge") over the following assets:
(i) hereby grants to the Collateral Agent for the benefit of (a) the Bank Creditors and the Other Creditors, a first priority security interest in all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits Pledged Interest together with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title rights and interest in and to such Securities the Pledged Interest, whether arising under or granted by Applicable Law, the Charter or a decision taken by any of the Borrower's governing bodies;
(ii) its interest in all profits and in assets of the Borrower and other distributions payable by the Borrower from time to time to the Pledgor in respect of the Pledged Interest;
(iii) all income payable from time to time after the date of this Agreement on all or any part of the Pledged Interest;
(iv) all of its claims, proprietary rights, powers, privileges, authority, options, security interests, liens and remedies relating to the Pledged Interest, if any, whether arising under or granted by Applicable Law, the Charter or a decision taken by any of the Borrower's governing bodies; and
(v) all cash, securities, interest, dividends, rights, assets and other property accruing to the Pledgor or offered to the Pledgor from time to time (whether by way of redemption, preference, option rights or otherwise), in respect of the Pledged Interest or in substitution or exchange for, or otherwise derived from, the Pledged Interest, or receivable or otherwise distributable in respect of or in exchange for any or all of the foregoing, and all certificates and instruments representing or instruments evidencing such Securities)other property, collectively referred to be held by herein as the Collateral Agent as collateral security for the Obligations, upon "Pledged Assets".
(b) Subject to the terms and conditions set forth in of this Agreement. The Pledgor Agreement and the Collateral Agent acknowledge other Financing Agreements, the parties hereto agree that all Collateral held by the Collateral Agent Pledgor shall be entitled to retain, possess and use the Pledged Assets throughout the entire Security Period, unless and until a Default occurs and is held continuing which permits the Pledgeholder to foreclose on behalf the Pledge created hereunder or exercise its rights under Article VII (Rights and Authorities of the Secured Creditors. The Seller Creditors agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof and, to the extent required by applicable law, participate in any foreclosure or enforcement proceeding; provided that such participation shall not confer any rights (including any rights relating to the direction of or the providing of consents in connection with any such proceeding) on the Seller Creditors other than as set forth above. The Seller Creditors also agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forth hereinParties).
Appears in 1 contract
Samples: Participation Interest Pledge Agreement (Caspian Services Inc)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of such Pledgor from time to time, including, without limitation, all Distributor Notes;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon the terms take any and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such proceedingother property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Seller Creditors name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time;
(g) all of such Pledgor's right, title and interest in, to and under the Distributor Notes and the Distributor's Agreements, together with all accessions thereto, all rights to payments thereunder, and all substitutions and replacements therefor; and
(h) all Proceeds and products of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (i) no Pledgor (to the extent that it is a Borrower or a Domestic Subsidiary of a Borrower) shall be required at any time to pledge hereunder more than as set forth above. The Seller Creditors also agree that65% of the Voting Stock of any Foreign Corporation although each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation and (ii) no Pledgor shall be required to pledge hereunder any Stock held by such Pledgor of Quality Bakers of America, Inc. so long as any (x) such Pledgor is prohibited from pledging such Stock pursuant to the terms of the Obligations owing organizational documents of Quality Bakers of America, Inc. or any shareholders' agreement applicable to such Stock and (y) the Bank Creditors or Borrower and its Subsidiaries taken as a whole do not constitute the Other Creditors remain outstandingcontrolling shareholders of Quality Bakers of America, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forth herein.Inc.
Appears in 1 contract
Samples: Credit Agreement (Flowers Foods Inc)
Pledge. To secure 2.1 The Pledgor hereby agrees with the Obligations Pledgee and hereby undertakes that the Pledgor shall grant to the Pledgee the right of pledge purported to be granted under and pursuant to this Agreement.
2.2 As security for the purposes ------ set forth payment and discharge in Section 1full, as and when due (whether at stated maturity, by acceleration or otherwise), of the Secured Obligations, the Pledgor (i) hereby grants grants, for the duration of the Security Period, to the Collateral Agent for Pledgee a first ranking non-possessory right of pledge (stil pandrecht eerste in rang), over the benefit of (a) the Bank Creditors Spacecraft and the Other CreditorsPledgee hereby accepts such right of pledge.
2.3 The Pledgor irrevocably and unconditionally undertakes to take such action (including the execution of documents to be made up in form and substance satisfactory to the Pledgee) as and when the Pledgee deems necessary in its reasonable opinion from time to time to create, perfect and maintain a valid and enforceable first priority security interest in all right of the Collateral pledge or other equivalent right under any applicable law (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to such Securities (and in if and to the certificates or instruments evidencing extent, in the reasonable opinion of the Pledgee, it would appear that, contrary to the expectations of the parties, another law would be more appropriate (from a private international law perspective) to govern a security right such Securities)as contemplated hereby) in favour of the Pledgee with respect to the Spacecraft, to be held by including the Collateral Agent as collateral security for registration and filing of this Agreement with the ObligationsBelastingdienst Amsterdam Afdeling Registratie Unit promptly upon execution thereof, upon and in any event no later than 10 business days after the terms and conditions set forth in this Agreement. The Pledgor date of such execution, and the Collateral Agent acknowledge that all Collateral held by payment of any stamp, registration, notary or other taxes and fees in connection therewith. As soon as reasonably practicable after such registration or filing, the Collateral Agent Pledgee will be provided with a copy of this Agreement together with proof of registration or filing, as the case may be.
2.4 This Right of Pledge is held on behalf one and indivisible (één en ondeelbaar). Partial fulfilment of the Secured Creditors. The Seller Creditors agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or any other right or remedy in respect extinguish the Right of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof and, to the extent required by applicable law, participate in any foreclosure or enforcement proceeding; provided that such participation shall not confer any rights (including any rights relating to the direction of or the providing of consents in connection with any such proceeding) on the Seller Creditors other than as set forth above. The Seller Creditors also agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forth hereinPledge proportionally.
Appears in 1 contract
Samples: NSS 8 Spacecraft and Associated Equipment and Services Contract (New Skies Satellites Holdings Ltd.)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants assign to the Collateral Agent Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) each of the Collateral Accounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon the terms take any and conditions set forth in this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing to the Bank Creditors foregoing or the Other Creditors remain outstanding, the security interest described in clause (i)(b) in the preceding paragraph shall not entitle them to foreclosure or for any other right or remedy in respect of the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in no event limit the right of the Seller Creditors to receive proceeds as described in Sections 7 and 9 hereof andLimited Liability Company Asset, to the extent required by applicable lawenforce or execute any checks, participate in or other instruments or orders, to file any foreclosure or enforcement proceeding; provided that such participation shall not confer claims and to take any rights (including any rights relating to the direction of or the providing of consents action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such proceedingother property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Seller Creditors name of any Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1 or in Section 3.3 hereof, (x) except as otherwise provided in subsection 6.11 of the Credit Agreement no Pledgor (to the extent that it is a Borrower or a Domestic Subsidiary of Holdings) shall be required at any time to pledge hereunder (and the Collateral of such Pledgor shall not include) more than as set forth above. The Seller Creditors also agree that, 65% of the Voting Stock of any Foreign Corporation and (y) so long as it does not cause any materially adverse tax consequences to Holdings or any of the Obligations owing its Subsidiaries, each Pledgor shall be required to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by reason such Pledgor of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forth hereinForeign Corporation.
Appears in 1 contract
Samples: Pledge Agreement (Dominos Inc)
Pledge. To secure the Obligations and for the purposes ------ set forth in Section 1, the now or hereafter owed or to be performed by such Pledgor (i) hereby grants but subject to the Collateral Agent terms of the Intercreditor Agreement), each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of (a) the Bank Creditors and the Other Secured Creditors, and does hereby create a first priority continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Second-Lien Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the Obligations, upon fullest extent permitted under the terms and conditions set forth provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all its capital therein and its interest in this Agreement. The all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and the Collateral Agent acknowledge that remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all Collateral held by the Collateral Agent is held present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Secured Creditors. The Seller Creditors agree thatname of any such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, so long as to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the Obligations owing foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all its capital therein and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;
(D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Financial Assets and Investment Property of such Pledgor from time to time;
(f) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing; and
(g) all Proceeds of any and all of the foregoing; provided that (x) no Pledgor shall be required at any time to pledge hereunder, and the pledge granted hereunder shall not be deemed to extend to, more than 65% of the total combined voting power of all classes of Voting Stock of any Exempted Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock of each Exempted Foreign Corporation at any time and from time to time acquired by such Pledgor, which Non-Voting Stock shall not be subject to the Bank Creditors or the Other Creditors remain outstanding, the security interest limitations described in clause (i)(bx). Notwithstanding anything to the contrary contained herein, (I) in the preceding paragraph Collateral shall not entitle them at no time include any items which would at such time constitute Excluded Collateral and (II) the lien and security interest granted to foreclosure or the Pledgee pursuant to this Agreement and the exercise of any other right or remedy in respect by the Pledgee hereunder are subject to the provisions of the Collateral without Intercreditor Agreement. In the consent event of any conflict between the terms of the Bank Creditors Intercreditor Agreement and this Agreement, the Other Creditors, provided that the foregoing shall in no event limit the right terms of the Seller Creditors to receive proceeds as described in Sections 7 Intercreditor Agreement shall govern and 9 hereof and, to the extent required by applicable law, participate in any foreclosure or enforcement proceeding; provided that such participation shall not confer any rights (including any rights relating to the direction of or the providing of consents in connection with any such proceeding) on the Seller Creditors other than as set forth above. The Seller Creditors also agree that, so long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not, by reason of such security interest of the Seller Creditors, have any duty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forth hereincontrol.
Appears in 1 contract
Samples: Pledge Agreement (EnerSys)