Pledge. (a) As security for the payment and performance, as the case may be, in full of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.
Appears in 3 contracts
Samples: Pledge Agreement (Jupitermedia Corp), Pledge Agreement (Jupitermedia Corp), Pledge Agreement (Jupitermedia Corp)
Pledge. (a) As security for the payment and performance, as the case may be, in full performance of all of the Obligations, each the Pledgor hereby grants, mortgages, pledges, hypothecates and transfers pledges to the Administrative Agent, its successors Secured Party and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, Party a continuing security interest (the “Security Interest”) in the following, including any securities account containing a securities entitlement with respect to the following (the “Collateral”):
(a) The Pledged Shares and the certificates representing the Pledged Shares, and all future, issued and outstanding shares of capital stock, or other equity or investment securities of, or partnership, membership, or joint venture interests in, all of such Pledgor’s righteach subsidiary, title and interest whether now owned or at any time hereafter acquired by such the Pledgor and whether or in which such Pledgor now has not evidenced or at represented by any time in the future may acquire any rightstock certificate, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash certificated security or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” andinstrument, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5certificates representing such equity interests, all payments of principal options and other rights, contractual or interestotherwise, in respect thereof, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon all of the conversion foregoing.
(b) All additional shares of stock of any issuer of the Pledged Securities; Shares from time to time acquired by the Pledgor in any manner, and the certificates representing such additional shares, 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 such shares.
(vc) subject to Section 5All investment property, financial assets, securities, capital stock, other equity interests, stock options and commodity contracts of the Pledgor, all rights notes, debentures, bonds, promissory notes or other evidences of indebtedness payable or owing to the Pledgor, and privileges of each Pledgor all other assets now or hereafter received or receivable with respect to the foregoing.
(d) The Pledged Securities Debt set forth on Schedule I and the instruments evidencing the Pledged Debt set forth on Schedule I, and all interest, cash, instruments and other property referred from time to time received, receivable or otherwise distributed in clauses (i), (ii), (iii) and (iv) above (including, without limitation, respect of or in exchange for any or all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securitiesset forth on Schedule I.
(e) All additional debt evidenced by any note, bond, debenture or like instrument from time to time issued by any Person payable or owing to the Pledgor, which additional debt is owed to or acquired by the Pledgor, and the instruments evidencing such debt, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any of all of such debt.
(f) Any and all collateral security (the “Related Collateral”) now or hereafter securing all or any items of the Pledged Debt (including after-acquired security); , and agreements granting such security, and all rights, remedies, powers and privileges of the Pledgor under all of the foregoing.
(vig) All securities entitlements of the Pledgor in any and all of the foregoing.
(h) All present and future increases, profits, combinations, reclassifications, and substitutes and replacements for all or part of the foregoing Collateral.
(i) All proceeds of any and all of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”including proceeds that constitute property of types described above). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.
Appears in 3 contracts
Samples: Pledge Agreement (Global Employment Holdings, Inc.), Pledge Agreement (Global Employment Holdings, Inc.), Pledge Agreement (Global Employment Holdings, Inc.)
Pledge. (a) As security for To secure the payment and performance, as the case may be, in full of the ObligationsObligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grantsgrant, mortgages, pledges, hypothecates pledge and transfers assign to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, Pledgee for the ratable benefit of the Secured PartiesCreditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of such Pledgor’s the right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in and to the future may acquire any rightfollowing, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedfrom time to time acquired (collectively, together with its interest the "Collateral"):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such PersonCollateral Account, whether in cash now owned or other propertyhereafter acquired, and whether during the continuance of existing or on account of the liquidation 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 PersonCollateral Account, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any investments and all certificates and other organizational document or similar agreement of each such Person and the certificatesInstruments (including depository receipts, if any) from time to time representing or evidencing the same, representing and all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” anddividends, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividendsdistributions, cash, instruments cash and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged Securities; foregoing;
(vb) subject all Securities of such Pledgor from time to Section 5time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, all rights title and privileges of interest in each Pledgor with respect limited liability company to the Pledged Securities and other property referred to in clauses (i)which each such interest relates, (ii)whether now existing or hereafter acquired, (iii) and (iv) above (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 collateral granted 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 for the benefit 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 as security against any such limited liability company for the Pledged Debt Securities); and moneys loaned or advanced, for services rendered or otherwise;
(viE) 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 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 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 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 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 items referred 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 clauses (i) through (vi) above being collectively referred substitution for or in addition to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire 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, (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 3 contracts
Samples: Credit Agreement (Marathon Power Technologies Co), Credit Agreement (Symons Corp), Pledge Agreement (Tristar Aerospace Co)
Pledge. (a) As security for To secure the payment and performance, as the case may be, in full of the ObligationsObligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grants, mortgages, pledges, hypothecates grant and transfers pledge to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, Pledgee for the ratable benefit of the Secured PartiesCreditors, and does hereby create a continuing second priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of 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 Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now owned or at any time hereafter acquired by such Pledgor on deposit therein, credited thereto or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Personpayable thereon, and all of its rights under each certificate or articles of incorporationinstruments, bylawsdocuments and other writings from time to time evidencing the Concentration Accounts, partnership agreementand all dividends, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividendsdistributions, cash, instruments cash and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged Securities; foregoing;
(vb) subject all Stock of GMSCII, or any Vessel Subsidiary Guarantor, owned by such Pledgor from time to Section 5time 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 rights of its right, title and privileges of interest in each Pledgor with respect limited liability company to the Pledged Securities and other property referred to in clauses (i)which each such interest relates, (ii)whether now existing or hereafter acquired, (iii) and (iv) above (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 collateral granted 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 for the benefit 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 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 as security against any such limited liability company for the Pledged Debt Securities); and moneys loaned or advanced, for services rendered or otherwise;
(viE) all proceeds 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 name 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 (the items referred or for any Limited Liability Company Asset, to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means enforce or execute any and all shares of capital stockchecks, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests instruments or orders, to file any claims and to take any action in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire 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 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 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 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
(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. (a) As security for the payment and or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates assigns and transfers pledges to the Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such Pledgor’s right, title and interest now in, to and under (a) the Equity Interests directly owned or at by it (which such Equity Interests constituting Pledged Stock shall be listed on Schedule III) and any time hereafter acquired other Equity Interests obtained in the future by such Pledgor or in which such Pledgor now has or at and any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, certificates representing all such Equity Interests (the “Pledged Equity SecuritiesStock”); provided that the Pledged Equity Securities Stock shall not include more than 65% (i) any Equity Interests owned on or acquired after the Closing Date (other than, in the case of shareholder agreements or other contractual obligations, (x) Equity Interests in the Borrower or (y) in the case of any person which is a Wholly-Owned Subsidiary, Equity Interests in such person) in accordance with this Agreement if, and to the extent that, and for so long as doing so would violate applicable law or regulation or a shareholder agreement or other contractual obligation (in each case, after giving effect to Section 9-406(d), 9-407(a), 9-408 or 9-409 of the issued New York UCC and outstanding voting other applicable law or similar provisions in similar codes, statutes or laws in other jurisdictions (the “Anti-Non-Assignment Clauses”)) binding on such Equity Interests of any Foreign Subsidiary; or (ii) all any Equity Interests as to which the Agent and the Borrower shall reasonably determine in writing that such Equity Interests shall be excluded from Collateral hereunder pursuant to the Agreed Security Principles, (b)(i) the debt securities now or currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed on Schedule III), (ii) any debt securities in the future held by or issued to such Pledgor and (iii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (ivc) subject to Section 52.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other proceeds received in respect of, the Pledged Securitiessecurities referred to in clauses (a) and (b) above; (vd) subject to Section 52.06, all rights and privileges of each such Pledgor with respect to the Pledged Securities securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vie) all proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). “; provided that with respect to EVERTEC Costa Rica, S.A., the Pledged Collateral shall not include any Equity Interests” means any and all shares of capital stock, partnership interests, membership interests Interests that are pledged pursuant to a separate pledge agreement in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any favor of the foregoingAgent for the benefit of the Secured Parties.
Appears in 2 contracts
Samples: Collateral Agreement, Collateral Agreement (EVERTEC, Inc.)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by the Pledgor, the Pledgor does hereby grant and pledge to the Pledgee for the payment and performance, as the case may be, in full of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured PartiesCreditors, 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 such Pledgor’s its right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in and to the future may acquire any rightfollowing, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedfrom time to time acquired (collectively, together with its interest the “Collateral”):
(a) all Stock in the property of each such PersonBorrower owned by the Pledgor, its interest directly or indirectly, from time to time and all options and warrants owned by the Pledgor from time to time to purchase Stock;
(b) all Limited Liability Company Interests in the capital of each such Person, its right Borrower owned by the Pledgor from time to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, time and all of its rights under right, title and interest in each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of to which each such Person interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the certificatesdocuments and agreements governing such Limited Liability Company Interests and applicable law:
(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 the Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, representing under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% present and future claims, if any, of the issued and outstanding voting Equity Interests of Pledgor against any Foreign Subsidiary; such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(iiE) all debt securities now 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 take any and all other action on behalf of and in the future held by or issued to name of the Pledgor in respect of such Pledgor and the promissory notes Limited Liability Company Interests and any other instruments evidencing such debt securities limited liability company, to make determinations, to exercise any election (the “Pledged Debt Securities” andincluding, 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 Pledged Equity Securitiesforegoing 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 “Pledged Securities”)foregoing; and
(iiiF) all other property that may be hereafter delivered in substitution for or in addition to and held by any of the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5foregoing, all payments of principal certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, cash, instruments rights and other property at any time and from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon all thereof;
(c) all Partnership Interests in the conversion Borrower owned by the Pledgor from time to time and all of the Pledged Securities; (v) subject its right, title and interest in each partnership to Section 5which each such interest relates, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i)whether now existing or hereafter acquired, (ii), (iii) and (iv) above (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 collateral granted 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 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 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 Pledgor Partnership Interests, including any power to terminate, cancel or for 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 benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds name of any 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 (the items referred or for any Partnership Asset, to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means enforce or execute any and all shares of capital stockchecks, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests instruments or orders, to file any claims and to take any action in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire 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 2 contracts
Samples: Parent Pledge Agreement (Gener8 Maritime, Inc.), Credit Agreement (Gener8 Maritime, Inc.)
Pledge. (a) As security To secure the Applicable Obligations for such Pledgor and for the payment and performance, as the case may be, purposes set forth in full of the ObligationsSection 1, each Pledgor does hereby grantsgrant, mortgages, pledges, hypothecates pledge and transfers assign to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, Pledgee for the ratable benefit of the relevant Secured PartiesCreditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of such Pledgor’s the right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in and to the future may acquire any rightfollowing, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedfrom time to time acquired (collectively, together with its interest the "Collateral"):
(i) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such PersonCollateral Account, whether in cash now owned or other propertyhereafter acquired, and whether during the continuance of existing or on account of the liquidation 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 PersonCollateral Account, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any investments and all certificates and other organizational document or similar agreement of each such Person and the certificatesInstruments (including depository receipts, if any) from time to time representing or evidencing the same, representing and all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” anddividends, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividendsdistributions, cash, instruments cash and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), 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 (iv) above (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 collateral granted 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 for the benefit 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 as security against any such Pledged LLC for the Pledged Debt Securities); and moneys loaned or advanced, for services rendered or otherwise;
(vi5) all proceeds 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 items referred 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 clauses (i) through (vi) above being collectively referred substitution for or in addition to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire 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;
(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 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.
Appears in 2 contracts
Samples: Pledge Agreement (Rj Reynolds Tobacco Holdings Inc), Pledge Agreement (Reynolds American Inc)
Pledge. (a) As security for To secure the payment and performance, as the case may be, in full of the ObligationsObligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grantsgrant, mortgages, pledges, hypothecates pledge and transfers assign to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, Pledgee for the ratable benefit of the Secured PartiesCreditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of such Pledgor’s the right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in and to the future may acquire any rightfollowing, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedfrom time to time acquired (collectively, together with its interest the "Collateral"):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such PersonCollateral Account, whether in cash now owned or other propertyhereafter acquired, and whether during the continuance of existing or on account of the liquidation 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 PersonCollateral Account, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any investments and all certificates and other organizational document or similar agreement of each such Person and the certificatesInstruments (including depository receipts, if any) from time to time representing or evidencing the same, representing and all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” anddividends, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividendsdistributions, cash, instruments cash and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged 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; ;
(vc) subject all Limited Liability Company Interests owned by such Pledgor from time to Section 5time and all of its right, all rights title and privileges of interest in each Pledgor with respect limited liability company to the Pledged Securities and other property referred to in clauses (i)which each such interest relates, (ii)whether now existing or hereafter acquired, (iii) and (iv) above (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 collateral granted 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 for the benefit 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 as security against any such limited liability company for the Pledged Debt Securities); and moneys loaned or advanced, for services rendered or otherwise;
(viE) all proceeds 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 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 (the items referred or for any Limited Liability Company Asset, to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means enforce or execute any and all shares of capital stockchecks, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests instruments or orders, to file any claims and to take any action in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire 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 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 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 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. 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. (ai) As security for To secure the payment and performance, as Obligations (other than the Intermediate Holdco Credit Document Obligations) now or hereafter owed or to be performed by such Pledgor (but subject to clause (x) of the proviso at the end of this Section 3.1 in the case may be, in full of the ObligationsVoting Equity Interests of Exempted Foreign Entities pledged hereunder), each Pledgor does hereby grantsgrant, mortgages, pledges, hypothecates pledge and transfers assign to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, Pledgee for the ratable benefit of the Secured PartiesCreditors, and does hereby create a 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 such Pledgor’s its right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in and to the future may acquire any rightfollowing, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedfrom time to time acquired (collectively, together with its 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 the property of each any such Person, its interest in the capital of each such Person, its right to receive distributions from each such PersonCollateral Account, whether in cash now owned or other propertyhereafter acquired, and whether during the continuance of existing or on account of the liquidation 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 PersonCollateral Account, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any investments and all certificates and other organizational document or similar agreement of each such Person and the certificatesInstruments (including depository receipts, if any) from time to time representing or evidencing the same, representing and all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” anddividends, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividendsdistributions, cash, instruments cash and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged 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; ;
(vc) subject all Limited Liability Company Interests owned by such Pledgor from time to Section 5time and all of its right, all rights title and privileges of interest in each Pledgor with respect limited liability company to the Pledged Securities and other property referred to in clauses (i)which each such Limited Liability Company Interest relates, (ii)whether now existing or hereafter acquired, (iii) and (iv) above (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 collateral granted 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 for the benefit 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 as security against any such limited liability company for the Pledged Debt Securities); and monies loaned or advanced, for services rendered or otherwise;
(viE) all proceeds 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 (the items referred or for any Limited Liability Company Asset, to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means enforce or execute any and all shares of capital stockchecks, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests instruments or orders, to file any claims and to take any action in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire 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, 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 Pledgee (on behalf of the Secured Creditors) acknowledges and agrees that:
Appears in 2 contracts
Samples: Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc)
Pledge. (a) As security for To secure the payment and performance, as the case may be, in full of the ObligationsObligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grants, mortgages, pledges, hypothecates grant and transfers pledge to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, Pledgee for the ratable benefit of the Secured PartiesCreditors, 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 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 Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now owned or at any time hereafter acquired by such Pledgor on deposit therein, credited thereto or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Personpayable thereon, and all of its rights under each certificate or articles of incorporationinstruments, bylawsdocuments and other writings from time to time evidencing the Concentration Accounts, partnership agreementand all dividends, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividendsdistributions, cash, instruments cash and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged Securities; foregoing;
(vb) subject all Stock of the Borrower or any Vessel Subsidiary Guarantor owned by such Pledgor from time to Section 5time and all options and warrants owned by such Pledgor from time to time to purchase Stock of the Borrower or any such Vessel Subsidiary Guarantor;
(c) all Limited Liability Company Interests in the Borrower or any Vessel Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, all rights title and privileges of interest in each Pledgor with respect limited liability company to the Pledged Securities and other property referred to in clauses (i)which each such interest relates, (ii)whether now existing or hereafter acquired, (iii) and (iv) above (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 collateral granted 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 for the benefit 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 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 as security against any such limited liability company for the Pledged Debt Securities); and moneys loaned or advanced, for services rendered or otherwise;
(viE) all proceeds 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 name 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 (the items referred or for any Limited Liability Company Asset, to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means enforce or execute any and all shares of capital stockchecks, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests instruments or orders, to file any claims and to take any action in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire 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 in the Borrower 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 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 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
(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. (a) As security for the payment and performance, as the case may be, performance in full of the Obligations, each Pledgor does hereby grantsgrant, mortgagespledge, pledgeshypothecate, hypothecates mortgage, charge and transfers assign to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, Agent for the ratable benefit of the Secured Parties, and does hereby grant and create a continuing security interest in favor of the Administrative Agent for the benefit of the Secured Parties in, all of such Pledgor’s its right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in and to the future may acquire any rightfollowing, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedfrom time to time acquired (collectively, together with its interest the “Collateral”):
(i) all of the 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 (and all certificates or instruments evidencing such Securities);
(ii) each Collateral Account, including any and all assets of whatever type or kind deposited in the property of each any such Person, its interest in the capital of each such Person, its right to receive distributions from each such PersonCollateral Account, whether in cash now owned or other propertyhereafter acquired, and whether during the continuance of existing or on account of the liquidation arising (including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments 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 PersonCollateral Account, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any investments and all certificates and other organizational document or similar agreement of each such Person and the certificatesinstruments (including depository receipts, if any) from time to time representing or evidencing the same, representing and all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” anddividends, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividendsdistributions, cash, instruments cash and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (iforegoing), (ii), ;
(iii) all of such Pledgor’s (x) Partnership Interests and all of such Pledgor’s right, title and interest in each Pledged Partnership and (ivy) above (Membership Interests and all of such Pledgor’s right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests;
(b) all collateral granted other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or for the benefit 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, limited liability company agreement or at law or otherwise in respect of such Partnership Interests, Membership Interests, Pledged Partnership and/or Pledged LLC;
(d) all present and future claims, if any, of such Pledgor as security against any Pledged Partnership and any Pledged LLC for the Pledged Debt Securities); and moneys loaned or advanced, for services rendered or otherwise;
(vie) all proceeds of such Pledgor’s rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the foregoing (the items referred Partnership Interests and/or Membership Interests, including any power to in clauses (i) through (vi) above being collectively referred terminate, cancel or modify any partnership agreement or any limited liability company agreement, to as the “Collateral”). “Equity Interests” means execute any instruments and to take any and all shares other action on behalf of capital stock, partnership interests, membership interests and in a limited liability company, beneficial interests the name of such Pledgor in a trust respect of any Partnership Interests or other equity ownership interests in a Person, Membership Interests and any Pledged Partnership and all warrantsany Pledged LLC to make determinations, options to exercise any election (including, but not limited to, election of remedies) or other rights entitling the holder thereof option or to purchase give or acquire receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce or collect any of the foregoing, 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;
(iv) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(v) all Proceeds of any and all of the foregoing.
Appears in 2 contracts
Samples: Credit Agreement (American Residential Properties, Inc.), Credit Agreement (American Residential Properties, Inc.)
Pledge. (a) As security for the payment and performance, as the case may be, Notwithstanding any other provision in full of the Obligationsthis Agreement, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers Member shall be entitled to the Administrative Agent, pledge its successors and assignsInterests to, and hereby grants to the Administrative Agent, its successors otherwise xxxxx x xxxx and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in its Interests and all of such Pledgor’s its right, title and interest now owned under this Agreement in favor of, the Company’s lenders (or at an agent on behalf of such lenders) without any time hereafter acquired further consents, approvals or actions required by such Pledgor lenders (or agent), any Member, the Company or any other person under this Agreement or otherwise. So long as any such pledge of or security interest in which any Member’s Interests is in effect, no consent of the Company or any Member shall be required to permit a pledgee thereof to be substituted for such Pledgor now has or at any time Member under this Agreement upon the exercise of such pledgee’s rights with respect to such Interests. Upon closing of the transactions contemplated by that certain Purchase Agreement, dated as of August 6, 2008, by and among SRAM-SP2, Inc., SRAM Corporation and LB SRAM Holdings, LLC, each Member will pledge its Interests to, and grant a security interest in the future may acquire any all of its right, title or and interest inunder this Agreement in favor of, to or under: the agent of the Company’s lenders (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedcapacity, together with its interest in the property of successors, assigns and designated agents, as well as each and every subsequent replacement thereof, including under or with respect to each successor and each new credit agreement, including each such Personreplacement’s successors, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, assigns and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securitiesdesignated agents, the “Pledged SecuritiesAgent”); (iii) all other property that may be delivered to on behalf of itself and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property various lenders from time to time received, receivable or otherwise distributed, party to certain financing documents with the Company. Upon the exercise of the Agent’s rights in respect ofof such pledge and security interest, in exchange the Agent, or any purchaser of a Member’s Interests from the Agent, shall be substituted for or upon the conversion of the Pledged Securities; (v) subject to Section 5such Member as a Member under this Agreement, and such substituted Member shall have all rights and privileges powers as a Member under this Agreement. So long as any pledge of each Pledgor with respect any Interests is in effect, this provision shall inure to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor pledgee and its successors, assigns and designated agents, as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Personan intended third party beneficiary, and no amendment, modification or waiver of, or consent with respect to this provision shall in any and all warrants, options or other rights entitling event be effective without the holder thereof to purchase or acquire any prior written consent of the foregoingsuch pledgee.
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (SRAM International Corp)
Pledge. (a) As security To secure the Obligations and for the payment purposes set forth in Section 1, each Pledgor hereby:
(i) grants and performancepledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interests, as the case may be, in full or such other instruments of transfer as are acceptable to the ObligationsPledgee;
(iii) assigns, each Pledgor hereby grantstransfers, hypothecates, mortgages, pledges, hypothecates charges and transfers sets over to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, Pledgee all of such Pledgor’s 's right, title and interest now owned in and to such Securities (and in and to all certificates or instruments evidencing such Securities), to be held by the Pledgee, upon the terms and conditions set forth in this Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interest and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interest and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time hereafter acquired by be entitled in respect of such Pledgor Partnership Interest and/or Membership Interest;
(b) all other payments due or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued become due to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property respect of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such PersonPartnership Interest and/or Membership Interest, whether in cash or other property, and whether during the continuance of or on account of the liquidation of under any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreementagreement or otherwise, operating agreementwhether as contractual obligations, declaration damages, insurance proceeds or otherwise;
(c) all of trust or any other organizational document or similar agreement of each such Person its claims, rights, powers, privileges, authority, options, security interest, liens and the certificatesremedies, if any, representing under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interest and/or Membership Interest;
(d) all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% present and future claims, if any, of the issued Pledgor against any Pledged Partnership and outstanding voting Equity Interests any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interest and/or Membership Interest, including any power to terminate, cancel or modify any 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 name of such Pledgor in respect of any Foreign Subsidiary; (ii) all debt securities now Partnership Interest or in the future held by or issued to such Pledgor and the promissory notes Membership Interest and any other instruments evidencing such debt securities Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (the “Pledged Debt Securities” andincluding, 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 Pledged Equity Securitiesforegoing, 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 “Pledged Securities”); foregoing;
(iiif) all other property that may be hereafter delivered in substitution for or in addition to and held by any of the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5foregoing, all payments of principal certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, cash, instruments rights and other property at any time and from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion of the Pledged Securitiesall thereof; and
(vg) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i)extent not otherwise included, (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and or all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.
Appears in 2 contracts
Samples: Pledge Agreement (National Tobacco Co Lp), Pledge Agreement (National Tobacco Co Lp)
Pledge. (a) As security for To secure the payment and performance, as the case may be, in full of the ObligationsObligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grants, mortgages, pledges, hypothecates grant and transfers pledge to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, Pledgee for the ratable benefit of the Secured PartiesCreditors, 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 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 Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now owned or at any time hereafter acquired by such Pledgor on deposit therein, credited thereto or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Personpayable thereon, and all of its rights under each certificate or articles of incorporationinstruments, bylawsdocuments and other writings from time to time evidencing the Concentration Accounts, partnership agreementand all dividends, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividendsdistributions, cash, instruments cash and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged Securities; foregoing;
(vb) subject all Stock of the Borrower, Arlington or any Vessel Subsidiary Guarantor owned by such Pledgor from time to Section 5time 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 rights Limited Liability Company Interests in the Borrower, Arlington or any Vessel Subsidiary Guarantor owned by such Pledgor from time to time and privileges all of its right, title and interest in each Pledgor with respect limited liability company to the Pledged Securities and other property referred to in clauses (i)which each such interest relates, (ii)whether now existing or hereafter acquired, (iii) and (iv) above (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 collateral granted 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 for the benefit 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 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 as security against any such limited liability company for the Pledged Debt Securities); and moneys loaned or advanced, for services rendered or otherwise;
(viE) all proceeds 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 name 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 (the items referred or for any Limited Liability Company Asset, to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means enforce or execute any and all shares of capital stockchecks, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests instruments or orders, to file any claims and to take any action in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire 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 in the Borrower, 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 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 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
(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. (a) As security for To secure the payment and performance, as the case may be, in full of the ObligationsSecured Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grantsgrant, mortgages, pledges, hypothecates pledge and transfers assign to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, Collateral Agent for the ratable benefit of the Secured Parties, and does hereby create a continuing security interest inin favor of the Collateral Agent for the benefit of the Secured Parties in and a lien on, all of such Pledgor’s its right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in and to the future may acquire any rightfollowing, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedfrom time to time acquired (collectively, together with its 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 the property of each any such Person, its interest in the capital of each such Person, its right to receive distributions from each such PersonCollateral Account, whether in cash now owned or other propertyhereafter acquired, and whether during the continuance of existing or on account of the liquidation 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 PersonCollateral Account, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any investments and all certificates and other organizational document or similar agreement of each such Person and the certificatesInstruments (including depository receipts, if any) from time to time representing or evidencing the same, representing and all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” anddividends, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividendsdistributions, cash, instruments cash and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged 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; ;
(vc) subject all Limited Liability Company Interests owned by such Pledgor from time to Section 5time and all of its right, all rights title and privileges of interest in each Pledgor with respect limited liability company to the Pledged Securities and other property referred to in clauses (i)which each such Limited Liability Company Interest relates, (ii)whether now existing or hereafter acquired, (iii) and (iv) above (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 collateral granted 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 for the benefit 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 as security against any such limited liability company for the Pledged Debt Securities); and monies loaned or advanced, for services rendered or otherwise;
(viE) all proceeds 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 (the items referred or for any Limited Liability Company Asset, to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means enforce or execute any and all shares of capital stockchecks, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests instruments or orders, to file any claims and to take any action in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire 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, each Pledgor and the Collateral Agent (on behalf of the Secured Parties) acknowledges and agrees that:
Appears in 2 contracts
Samples: Pledge Agreement (CURO Group Holdings Corp.), Pledge Agreement (CURO Group Holdings Corp.)
Pledge. (a) As security for the payment and performance, as the case may be, in full each of the ObligationsCollateral Accounts including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all of such Pledgor’s right, title and interest whether now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any rightacquired, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedarising, together with its including, without limitation, all Financial Assets in respect of an equity interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation any Person of any type or nature deposited or required by the Credit Agreement, IRL Agreement or any other Guaranteed Documents to be deposited in such PersonCollateral Account, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any investments and all certificates and other organizational document or similar agreement of each such Person and the certificatesInstruments (including depository receipts, if any) from time to time representing or evidencing the same, representing and all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” anddividends, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividendsdistributions, cash, instruments cash and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged Securities; foregoing;
(vb) subject all Securities of such Pledgor from time to time in respect of any Subsidiary or Joint Venture of such Pledgor (excluding Securities indicated on Annex A, or otherwise determined by the Administrative Agent in its reasonable discretion under Section 55.10(b) of the Credit Agreement, as not required to be pledged);
(c) all rights Limited Liability Company Interests of such Pledgor from time to time and privileges all of its right, title and interest in each Pledgor with respect limited liability company to the Pledged Securities and other property referred to in clauses (i)which each such interest relates, (ii)whether now existing or hereafter acquired, (iii) and (iv) above (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 collateral granted 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 for the benefit 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 as security against any such limited liability company for the Pledged Debt Securities); and moneys loaned or advanced, for services rendered or otherwise;
(viE) 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 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 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 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 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 in respect of any of the foregoing foregoing; and
(g) to the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means extent not otherwise included, all Proceeds of any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.2, no Pledgor shall be required at any time to pledge hereunder more than 65% of the voting Equity Ownership Interest of any Company which is not formed or incorporated under the laws of the United States or any State thereof (each, a "Foreign Company"), except that, subject to the Credit Agreement 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 such Foreign Company.
Appears in 2 contracts
Samples: Increasing Rate Note Purchase and Loan Agreement (Wyndham International Inc), Credit Agreement (Wyndham International Inc)
Pledge. (a) As security for the payment and or performance, as the case may be, in full of the Secured Obligations, each Pledgor Grantor hereby grants, mortgages, pledges, hypothecates assigns and transfers pledges to the Administrative Agent, its permitted successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its permitted successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such PledgorGrantor’s right, title and interest in, to and under, in each case whether now owned or at any time hereafter acquired by such Pledgor Grantor or in which such Pledgor Grantor now has or at any time in the future may acquire any right, title or interest in, to or underinterest: (ia)(i) the shares of capital stock and other Equity Interests owned by such Grantor, including, in any event, those listed opposite the name of such Grantor on Schedule I hereto, (as defined belowii) now or any other Equity Interests obtained in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts Grantor and other Persons in each case whether now existing or hereafter organized, together with its interest in (iii) the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash certificates or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, instruments representing all such Equity Interests (if any) together with all stock powers or other instruments of transfer with respect thereto; (clauses (i), (ii) and (iii), collectively, the “Pledged Equity SecuritiesInterests”); provided that the Pledged Equity Securities Interests and the Pledged Collateral shall not include more (A) Equity Interests of any Person (other than a Wholly Owned Subsidiary), to the extent not permitted or restricted by the terms of such Person’s organizational or joint venture documents or other agreements with holders of such Equity Interests; provided that such Equity Interest shall cease to be an Excluded Equity Interest (as defined below) for so long as such prohibition ceases to be in effect, (B) Equity Interests constituting an amount greater than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (C) Equity Interests of any Unrestricted Subsidiary or any Subsidiary that are held directly by a Foreign Subsidiary, (D) any Equity Interest with respect to which Borrower, with the written consent of the Administrative Agent (not to be unreasonably withheld or delayed), shall have provided to the Administrative Agent a certificate of a Financial Officer to the effect that the pledge of such Equity Interest hereunder would result in material adverse tax consequences to Holdings and its Subsidiaries, including the imposition of withholding or other material taxes, (E) any Equity Interest if, to the extent and for so long as the pledge of such Equity Interest hereunder is prohibited by any applicable Requirements of Law (other than to the extent that any such prohibition would be rendered ineffective pursuant to the UCC or any other applicable Requirements of Law) or any Equity Interest in a Wholly Owned Subsidiary if, to the extent and for so long as the pledge of such Equity Interest hereunder is prohibited by such Subsidiary’s organizational documents; provided that such Equity Interest shall cease to be an Excluded Equity Interest for so long as such prohibition ceases to be in effect and (F) any Equity Interest that the Borrower and the Administrative Agent shall have agreed in writing to treat as an Excluded Equity Interest for purposes hereof on account of the cost of pledging such Equity Interest hereunder (including any material adverse tax consequences to Holdings and its Subsidiaries resulting therefrom) being excessive in view of the benefits to be obtained by the Secured Parties therefrom (the Equity Interests excluded pursuant to clauses (A) through (F) above being referred to as the “Excluded Equity Interests”); (b)(i) all Indebtedness from time to time owned by such Grantor, including, in any event, Indebtedness listed opposite the name of such Grantor on Schedule I hereto, (ii) all debt securities now or Indebtedness in the future held by or issued to or otherwise acquired by such Pledgor Grantor and (iii) the promissory notes and any other instruments evidencing all such debt securities Indebtedness (collectively, the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iiic) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereofof this Section 2.01 and Section 2.02; (ivd) subject to Section 52.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other Proceeds received in respect of, the Pledged Securitiessecurities referred to in clauses (a), (b) and (c) above; (ve) subject to Section 52.05, all rights and privileges of each Pledgor such Grantor with respect to the Pledged Securities securities and other property referred to in clauses (ia), (iib), (iiic) and (ivd) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities)above; and (vif) all proceeds Proceeds of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (e) above (the items referred to in clauses (ia) through (vif) above being collectively referred to as the “Pledged Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.
Appears in 2 contracts
Samples: Credit Agreement (TA Holdings 1, Inc.), Collateral Agreement (TA Holdings 1, Inc.)
Pledge. (a) As security for the payment and performance, as the case may be, in full of the Obligations, each The Pledgor hereby grants, mortgages, pledges, hypothecates and transfers pledges to the Administrative Agent, its successors and assignsPledgee, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, Pledgee a continuing security interest in, all of such Pledgor’s right, title and interest the following (the "PLEDGED COLLATERAL"):
(a) the Pledged Shares now owned or at any time hereafter acquired by such the Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing such Pledged Shares, and all dividends, cash, securities, instruments, rights and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Equity Interests Pledged Shares;
(the “Pledged Equity Securities”); provided that b) the Pledged Equity Securities shall not include more than 65% of Units now owned by the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing certificates, if any, representing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity SecuritiesUnits, the “Pledgor's interest in the capital, income, profits and distributions of the Prime Retail Operating Partnership and the Prime Group Realty Operating Partnership attributable to such Pledged Securities”); (iii) Units, and all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5cash, all payments of principal or interest, dividends, cashsecurities, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of or in exchange for any or all of the Pledged Units;
(c) all additional shares of Prime Securities and other securities acquired by the Pledgor in any manner with respect to the Pledged Shares and the Pledged Units (including, but not limited to, Prime Retail Stock for which Prime Retail Partnership Units are exchanged, and Prime Group Realty Shares for which Prime Group Realty Partnership Units are exchanged), and the certificates, if any, representing such additional securities (any such additional securities shall constitute part of the Pledged Shares or the Pledged Units, as the case may be, under and as defined in this Agreement), and all dividends, cash, instruments, subscription warrants, securities and any other rights and options and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such securities; and
(d) all other property hereafter delivered to the Pledgee in substitution for, as proceeds of, or in addition to any of the foregoing and all certificates, instruments and documents representing or evidencing such 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 or upon the conversion of the Pledged Securities; (v) subject to Section 5, any or all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingthereof.
Appears in 2 contracts
Samples: Pledge Agreement (Reschke Michael W), Pledge Agreement (Reschke Michael W)
Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by the Borrower, the Pledgor does hereby grant, pledge and assign to the Pledgee for the payment and performance, as the case may be, in full of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured PartiesCreditors, and does hereby create a 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 such Pledgor’s its right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in and to the future may acquire any rightfollowing, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedfrom time to time acquired (collectively, together with its interest in the property of each such Person, its interest in “Collateral”):
(a) all Limited Liability Company Interests owned by the capital of each such Person, its right Pledgor from time to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, time and all of its rights under each certificate or articles of incorporationright, bylaws, partnership agreement, title and interest in the limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of to which each such Person Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which the certificatesPledgor 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, representing under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and outstanding voting Equity Interests 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 name of any Foreign Subsidiary; (ii) all debt securities now or of the Pledgor in the future held by or issued to respect of such Pledgor and the promissory notes Limited Liability Company Interests and any other instruments evidencing such debt securities limited liability company, to make determinations, to exercise any election (the “Pledged Debt Securities” andincluding, 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 Pledged Equity Securitiesforegoing 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 “Pledged Securities”)foregoing; and
(iiiE) all other property that may be hereafter delivered in substitution for or in addition to and held by any of the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5foregoing, all payments of principal certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, cash, instruments rights and other property at any time and from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion of the Pledged Securities; all thereof;
(v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vib) all proceeds of any of Security Entitlements owned by the foregoing (the items referred Pledgor from time to time in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, the foregoing; and
(c) all Proceeds and products of any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing. Notwithstanding anything to the contrary contained in this Agreement, “Collateral” shall not include any Dividends paid by the Borrower, in each case to the extent the payment of such Dividends is permitted under Section 9.04 of the Credit Agreement.
Appears in 2 contracts
Samples: Hypothecation Agreement (Directv Holdings LLC), Hypothecation Agreement (Directv Group Inc)
Pledge. (a) As security for the payment The Pledgors hereby pledge, charge, and performance, as the case may be, in full of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers grant to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured PartiesCreditors, a continuing first priority security interest in, all of the following (collectively, the “Pledged Collateral”):
(a) the Pledged Shares and the certificates (if any) representing the Pledged Shares, and all dividends, distributions and other products or proceeds of the foregoing from time to time received or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares, it being understood that the term Pledged Shares shall include membership interests of limited liability companies whether or not such Pledgor’s rightmembership interests are evidenced by certificates; and
(b) any additional shares of stock or membership interests from time to time acquired by the Pledgors in any manner (which shares shall be deemed to be part of the Pledged Shares), title and the certificates representing such additional shares or membership interests, and all dividends, distributions and other products or proceeds from time to time received or otherwise distributed in respect of or in exchange for any or all of such stock or membership interests; and
(c) Notwithstanding the foregoing, the term “Pledged Collateral” (and any component definition thereof) shall not include (i) ownership interests in joint ventures and non-wholly-owned Subsidiaries to the extent that such ownership interests cannot be pledged without the consent of one or more non-Affiliate third parties, (ii) the stock or other ownership interest now owned by a Pledgor in any subsidiary or at affiliate of such Pledgor listed on Schedule “A” attached to the Security Agreement and any time subsidiary or affiliate hereafter acquired by a Pledgor (each a “Debtor Insurance Affiliate”) which is an insurance company regulated by the laws of any jurisdiction which prohibits or restricts the pledge of such Pledgor or ownership interest, (iii) Capital Stock in which such Pledgor now has or at (A) any time Foreign Subsidiary other than, in the future may acquire any rightcase of a Foreign Subsidiary owned directly by a Pledgor, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued aggregate Capital Stock of such Foreign Subsidiary with ordinary voting power and outstanding 100% of the Capital Stock of such Foreign Subsidiary without ordinary voting Equity Interests power and (B) any Disregarded Domestic Subsidiary other than, in the case of a Disregarded Domestic Subsidiary owned directly by a Pledgor, 65% of the aggregate Capital Stock of such Disregarded Domestic Subsidiary with ordinary voting power and 100% of the Capital Stock of such Disregarded Domestic Subsidiary without ordinary voting power, (iv) any Capital Stock of any Foreign Subsidiary; (ii) all debt securities now or in the future Subsidiary held by or issued to such a Pledgor and (other than the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and Capital Stock of LOTS held by Fortegra), but only for so long as Indebtedness under the Trust Preferred Indenture is outstanding, (v) any asset if the grant or perfection of a security interest is prohibited by applicable law; provided that if and when the prohibition which prevents the granting or perfection of a security interest is removed, terminated or otherwise becomes unenforceable as a matter of law, the Administrative Agent pursuant will be deemed to have had, and at all times to have had, a security interest in such property, (vi) the Capital Stock of South Bay Acceptance Corporation, if the grant or perfection of a security interest therein requires the consent, approval or authorization of any Governmental Authority, which consent, approval or authorization has not been received or obtained and (vii) any property acquired by any Loan Party if and to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments extent that the Administrative Agent and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of Borrowers shall have determined that the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above costs (including, without limitation, all collateral granted recording taxes and filing fees) of creating and perfecting a Lien on such property interests are excessive in relation to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any value of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingsecurity afforded thereby.
Appears in 2 contracts
Samples: Pledge Agreement (Fortegra Group, LLC), Pledge Agreement (Fortegra Group, LLC)
Pledge. Pledgors hereby pledge to Agent, and grant to Agent for itself and the benefit of Lenders, a first priority security interest in (a) As security for other than the payment shares of AG Processing Inc., CF Industries, Inc., Universal Cooperatives, Inc. and performanceCoBank, as the case may beACB, in full of which Agent for itself and the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, Lenders shall have a continuing second priority security interest in, subordinate only to the lien of the issuer of said shares to secure any indebtedness of the owner of said shares to said issuer (the "Issuer Lien") all of such Pledgor’s rightthe following (collectively, title the "Pledged Collateral"):
(a) the Pledged Shares and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in certificates representing the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such PersonPledged Shares, and all of its rights under each certificate or articles of incorporationdividends, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividendsdistributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged SecuritiesShares; and
(vb) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities Interests and other property referred to in clauses (i)the certificates representing the Pledged Interests, (ii)if any, (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through all of Pledgors' rights, powers, and remedies under each Operating Agreement, and (viii) above being collectively referred any rights to properties, assets, distributions, liquidating distributions and allocations of profits and losses in respect of such Pledged Interests; and
(c) such portion, as determined by Agent as provided in Section 6(d) below, of any additional limited liability company interests or equity interests of a Pledged Entity or other options or rights with respect to any such interests from time to time acquired by the “Collateral”Pledgors in any manner (which equity interests shall be deemed to be part of the Pledged Shares and which limited liability company interests shall be deemed to be part of the Pledged Interests). “Equity Interests” means any , and the certificates representing such additional shares, and all shares dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of capital stockor in exchange for any or all of such Stock; and
(d) the Pledged Indebtedness and the promissory notes or instruments evidencing the Pledged Indebtedness, partnership interestsand all interest, membership interests cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in a limited liability company, beneficial interests in a trust respect of the Pledged Indebtedness; and
(e) all additional Indebtedness arising after the date hereof and owing to the Pledgors and evidenced by promissory notes or other equity ownership interests in a Personinstruments, together with such promissory notes and instruments, and any all interest, cash, instruments and all warrantsother property and assets from time to time received, options receivable or other rights entitling the holder thereof to purchase or acquire any otherwise distributed in respect of the foregoingthat Pledged Indebtedness.
Appears in 2 contracts
Samples: Credit Agreement (Agway Inc), Credit Agreement (Agway Inc)
Pledge. (a) As security for To secure the payment and performance, as the case may be, in full of the ObligationsObligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grantsgrant, mortgages, pledges, hypothecates pledge and transfers assign to the Administrative Agent, its successors and assignsPledgee for the benefit of Secured Creditors, and does hereby grants create (and, to the Administrative Agentextent the following constitutes “Collateral” under, and as defined in, the Original Pledge Agreement, does hereby reconfirm (without interruption) its successors creation, grant, pledge and assigns, for assignment to the ratable benefit of Pledgee under the Secured Parties, Original U.S. Pledge Agreement of) a continuing security interest in(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 such Pledgor’s the right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in and to the future may acquire any rightfollowing, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedfrom time to time acquired (collectively, together with its the “Collateral”):
(a) each of the Collateral Accounts (to the extent 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 the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such PersonCollateral Account, whether in cash now owned or other propertyhereafter acquired, and whether during the continuance of existing or on account of the liquidation 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 PersonCollateral Account, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any investments and all certificates and other organizational document or similar agreement of each such Person and the certificatesInstruments (including depository receipts, if any) from time to time representing or evidencing the same, representing and all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” anddividends, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividendsdistributions, cash, instruments cash and other property from time to time received, receivable or otherwise distributed, distributed in respect of, 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 fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(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 take any and all other action on behalf of and in the name 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 (with all of the foregoing rights only to be exercisable upon the conversion 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 Pledged Securities; (v) subject to Section 5foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and privileges 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, 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 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 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 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 Pledged Securities and other property referred to in clauses (i)Second Lien Obligations for any purpose whatsoever, (ii), (iii) and (iv) above 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 (includingother than Holdings) have used commercially reasonable efforts to obtain such consent, without limitationthe Secured Lien Creditors shall not have a security interest in, all collateral granted and the grant of security interest pursuant to such Pledgor or this Agreement for the benefit of the Second Lien Creditors shall not extend to, any such Pledgor as 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 Pledged Debt Securities); benefit of the Second Lien Creditors that not extend to, any such assets or property and (vi) all proceeds the Secured Creditors shall not have a security interest in, and the grant of any security interest pursuant to this Agreement for the benefit of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as Secured Creditors shall not extend to, and the “Collateral”). “Equity Interests” means shall not include any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingHoldings Excluded Collateral.
Appears in 2 contracts
Samples: u.s. Pledge Agreement (Williams Scotsman International Inc), u.s. Pledge Agreement (Williams Scotsman Inc)
Pledge. (a) As security for To secure the payment and performance, as the case may be, in full of the ObligationsObligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grantsgrant, mortgagespledge, pledgeshypothecate, hypothecates mortgage, charge and transfers assign to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, Pledgee for the ratable benefit of the Secured PartiesCreditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of such Pledgor’s its right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in and to the future may acquire any rightfollowing, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedfrom time to time acquired (collectively, together with its interest the “Collateral”):
(i) all of the 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 (and all certificates or instruments evidencing such Securities);
(ii) each Collateral Account, including any and all assets of whatever type or kind deposited by such Pledgor in the property of each any such Person, its interest in the capital of each such Person, its right to receive distributions from each such PersonCollateral Account, whether in cash now owned or other propertyhereafter acquired, and whether during the continuance of existing or on account of the liquidation arising (including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments 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 PersonCollateral Account, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any investments and all certificates and other organizational document or similar agreement of each such Person and the certificatesinstruments (including depository receipts, if any) from time to time representing or evidencing the same, representing and all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” anddividends, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividendsdistributions, cash, instruments cash and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (iforegoing), (ii), ;
(iii) all of such Pledgor’s (x) Partnership Interest and all of such Pledgor’s right, title and interest in each Pledged Partnership and (ivy) above (Membership Interest and all of such Pledgor’s right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interest and/or Membership Interest;
(b) all collateral granted other payments due or to become due to such Pledgor in respect of such Partnership Interest and/or Membership Interest, whether under any partnership agreement, 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 interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interest and/or Membership Interest;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for the benefit moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor’s rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor as security for relating to the Pledged Debt Securities); Partnership Interest and/or Membership Interest, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means take any and all shares other action on behalf of capital stock, partnership interests, membership interests and in a limited liability company, beneficial interests the name of such Pledgor in a trust respect of any Partnership Interest or other equity ownership interests in a Person, Membership Interest and any Pledged Partnership and all warrantsany Pledged LLC to make determinations, options to exercise any election (including, but not limited to, election of remedies) or other rights entitling the holder thereof option or to purchase give or acquire 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 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;
(iv) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(v) all Proceeds of any and all of the foregoing.
Appears in 1 contract
Pledge. (a) As collateral security for the payment and performance, as the case may be, in full all of the ObligationsObligations (as defined in the Guaranty), each the Pledgor hereby grants, mortgages, pledges, hypothecates pledges and transfers to the Administrative Agent, its successors assigns and assigns, and hereby grants to the Administrative Agent, its successors and assignsPledgee, for the ratable benefit of the Secured PartiesBuyers, a continuing first priority perfected security interest in, and first Lien on, all of such Pledgor’s his right, title and interest in and to the following (collectively, the “Pledged Collateral”):
(a) 6,582,858 shares of common stock of the Company owned by the Pledgor, as further described in Exhibit A (as such Schedule may be amended from time to time in accordance with the terms hereof), and any and all future, issued and outstanding shares of capital stock, or other equity or investment securities of, or partnership, membership, or joint venture interests in, the Company, whether now owned or at any time hereafter acquired by such the Pledgor and whether or in which such Pledgor now has not evidenced or at represented by any time in the future may acquire any rightstock certificate, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash certificated security or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” andinstrument, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5certificates representing such equity interests, all payments of principal options and other rights, contractual or interestotherwise, in respect thereof and all dividends, distributions, cash, instruments instruments, investment property and any other property (including, but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the foregoing and all cash and noncash proceeds thereof (collectively, the “Pledged Securities; Shares”),
(vb) subject to Section 5all present and future increases, profits, combinations, reclassifications, and substitutes and replacements for all or part of the foregoing Pledged Collateral heretofore described;
(c) all investment property, financial assets, securities, capital stock, other equity interests, stock options and commodity contracts of the Pledgor, all rights notes, debentures, bonds, promissory notes or other evidences of indebtedness payable or owing to the Pledgor, and privileges of each Pledgor all other assets now or hereafter received or receivable with respect to the foregoing Pledged Securities Collateral heretofore described;
(d) all securities entitlements of the Pledgor in any and other property referred to in clauses all of the foregoing Pledged Collateral heretofore described; and
(i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vie) all proceeds (including proceeds of proceeds) of any and all of the foregoing Pledged Collateral heretofore described; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise). All of the items referred Pledged Shares now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock powers duly executed in blank by the Pledgor and irrevocable proxies, are being delivered to the Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Shares, the Pledgor shall execute an Addendum in clauses the form of Exhibit B attached hereto (i) through (vi) above being collectively referred to as the a “CollateralPledge Addendum”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests Any Pledged Collateral described in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, Pledge Addendum executed by the Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. The Pledgee shall maintain possession and custody of the certificates representing the Pledged Shares and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingadditional Pledged Collateral.
Appears in 1 contract
Samples: Shareholder Pledge Agreement (Kaching Kaching, Inc.)
Pledge. (a) As Subject to the last paragraph of Section 3.01(a), as security for the payment and or performance, as the case may be, in full of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates (except in the case of ULC Interests) assigns and transfers pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such Pledgor’s right, title and interest now in, to and under:
(a) the Equity Interests directly owned or at by it (which such Equity Interests constituting Pledged Stock shall be listed on Schedule III) and any time hereafter acquired other Equity Interests obtained in the future by such Pledgor or in which such Pledgor now has or at and any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, certificates representing all such Equity Interests (the “Pledged Equity SecuritiesStock”); provided that the Pledged Equity Securities Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interests of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary; , or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests not pledged as security for the First-Priority Lien Obligations, (iv) any Equity Interests in a person acquired after the Closing Date in accordance with the Credit Agreement if, and to the extent that, (A) with respect to contractual obligations, such Equity Interests constitute less than 100% of all applicable Equity Interests of such person and the persons holding the remainder of such Equity Interests are not Affiliates, (B) granting a security interest in such Equity Interests would violate applicable law or a contractual obligation binding on such Equity Interests and (C) with respect to contractual obligations, such obligation existed at the time of the acquisition of such Equity Interests and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such person, (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary of Holdings, (vi) any Designated Securities or (vii) any Equity Interests, whether now owned or hereafter acquired, that constitute Excluded Property or otherwise with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement need not be satisfied by reason of Section 5.10(f) of the Credit Agreement;
(b) (i) the debt securities now or currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed on Schedule III), (ii) any debt obligations in the future held by or issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (iii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities obligations (the “Pledged Debt Securities” and, together with the Pledged Equity Securitiesproperty described in clauses (b)(i) and (ii) above, the “Pledged SecuritiesDebt”); provided that the Pledged Debt shall exclude (iii1) all the Japanese Intercompany Notes, (2) any debt obligations or instruments not pledged as security for the First-Priority Lien Obligations, (3) any Designated Securities and (4) any debt obligations or securities that constitute Excluded Property or otherwise with respect to which the Collateral and Guarantee Requirement or the other property that may paragraphs of Section 5.10 of the Credit Agreement need not be delivered to and held satisfied by reason of Section 5.10(f) of the Administrative Agent pursuant to the terms hereof; Credit Agreement;
(ivc) subject to Section 52.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of the Pledged Securities; Stock and the Pledged Debt;
(vd) subject to Section 52.05, all rights and privileges of each such Pledgor with respect to the Pledged Securities Stock, Pledged Debt and other property referred to in clauses clause (i), c) above; and
(ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vie) all proceeds of any of the foregoing (the items Pledged Stock, Pledged Debt and other property referred to in clauses (ic) through (vie) above being collectively referred to as the “Pledged Collateral”). “Equity Interests” means any TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and all shares of capital stockpreferences pertaining or incidental thereto, partnership interestsunto the Collateral Agent, membership interests in a limited liability companyits successors and permitted assigns, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling for the holder thereof to purchase or acquire any ratable benefit of the foregoingSecured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Samples: Collateral Agreement (Momentive Performance Materials Inc.)
Pledge. (a) As security for the payment full and performance, as the case may be, in full prompt performance of the all Obligations, each Pledgor hereby grantscollaterally assigns, mortgages, pledges, hypothecates pledges and transfers grants a security interest to Bank in the Shares and to the Administrative Agentextent stock certificate(s) exist for the applicable Shares delivers to Bank such stock certificate(s), its successors and assignsduly endorsed in blank or together with duly executed stock assignment(s) in favor of Bank, representing such applicable Shares (the “Collateral”), and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, Bank a continuing security interest in, all of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedCollateral, together with its whatever is receivable or received when the Collateral or proceeds thereof are sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and all proceeds thereof, dividends and distributions thereon, additions thereto and substitutions therefor, including all new or substituted or additional shares, other securities, cash or other properties distributed with respect to the foregoing stock or other securities subject to this Agreement, whether as a result of merger, consolidation, dissolution, reorganization, recapitalization, interest in the property of each such Personpayment, its interest stock split, stock dividend, other dividend or distribution, reclassification, redemption or any other change declared or made in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account structure of the liquidation issuer of any of the Pledged Equity, or otherwise (collectively, the “Proceeds”), such PersonProceeds to be held by Bank in the same manner as the property originally pledged hereunder, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person except as otherwise provided in Section 2. The Collateral and the certificates, if any, representing all such Equity Interests (Proceeds are herein collectively referred to as the “Pledged Equity SecuritiesCollateral.”); provided that
(b) Upon any Pledgor’s acquisition of any additional shares of capital stock or other securities of any issuer of Pledged Equity, such Pledgor shall execute and deliver a Supplement to Pledge Agreement, substantially in the form of Exhibit B, and to the extent stock certificate(s) exist for such additional Pledged Equity, deliver to Bank such stock certificates, duly endorsed in blank or together with duly executed stock assignments in favor of Bank, representing such shares or other securities required to maintain the pledge of the outstanding securities of the issuing entity, which shall thereupon become Collateral for purposes of this Agreement.
(c) All certificates or instruments representing or evidencing the Pledged Equity Securities Collateral shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by Bank pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Bank. Bank shall have the Administrative Agent pursuant right at any time to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations.
(d) To the extent required by the terms hereof; (iv) subject to Section 5and conditions governing the Shares, all payments the applicable Pledgor shall cause the books of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion each entity whose Shares are part of the Pledged Securities; Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default, Bank may effect the transfer of any securities included in the Pledged Collateral (v) subject to Section 5, all rights and privileges of each Pledgor with respect including but not limited to the Pledged Securities Shares) into the name of Bank and other property referred cause new certificates representing such securities to be issued in clauses (i), (ii), (iii) the name of Bank or its transferee. Each Pledgor will execute and (iv) above (including, without limitation, all collateral granted to deliver such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Persondocuments, and any and all warrantstake or cause to be taken such actions, options as Bank may reasonably request to perfect or other rights entitling continue the holder thereof to purchase or acquire any perfection of Bank’s security interest in the foregoingShares.
Appears in 1 contract
Samples: Pledge Agreement (Apex Technology Acquisition Corp)
Pledge. (a) As security for To secure the payment and performance, as the case may be, in full performance of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers pledges to the Administrative Agent, for its successors benefit and assignsthe benefit of the Secured Parties, and hereby grants to the Administrative Agent, for its successors benefit and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, any and all of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in and to the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests following (the “Pledged Equity SecuritiesCollateral”):
(a) all of the shares of the Capital Stock, membership interests, partnership interests and all other equity interests of each corporation, limited liability company, limited partnership or other legal entity (collectively, the “Issuers” and each, an “Issuer”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future , identified on Exhibit A attached hereto held by or issued to such each Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); , and the certificates (iii) if any), representing the Pledged Securities, all options, warrants and other rights to acquire additional shares of Capital Stock, membership interests, partnership interests and all other property that may be delivered to equity interests of each Issuer, and held by the Administrative Agent pursuant to shares, membership interests, partnership interests and other equity interests underlying such rights and all distributions, dividends (in the terms hereof; (iv) subject to Section 5form of cash, all payments of principal securities or interest, dividendsotherwise), cash, instruments instruments, chattel paper and other rights, property or proceeds and products from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged Securities; ;
(vb) subject to Section 5all additional shares of the Capital Stock, membership interests, partnership interests and all rights and privileges other equity interests of each Pledgor Issuer at any time acquired by the Pledgors in any manner, and the certificates (if any), representing such additional shares, membership interests, partnership interests and other equity interests (and any such additional shares, membership interests, partnership interests and other equity interests, with respect to which the Pledgors shall execute and deliver to Administrative Agent a pledge supplement in the form of Exhibit B attached hereto (a “Pledge Supplement”), shall constitute part of the Pledged Securities under this Agreement), together with all distributions, dividends (in the form of cash, securities or otherwise), cash, instruments, chattel paper and other rights, property referred or proceeds and products from time to time received, receivable or otherwise distributed in clauses (i), (ii), (iii) and (iv) above (including, without limitation, respect of or in exchange for any or all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities)additional shares, membership interests, partnership interests and other equity interests; and and
(vic) all proceeds of any of the foregoing. Notwithstanding the foregoing (or anything else to the items referred to in clauses (i) through (vi) above being collectively referred to as contrary herein, the “Collateral”). “Equity Interests” means Pledged Collateral shall not include any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingExcluded Capital Stock.
Appears in 1 contract
Pledge. (a) The following Liens on the Collateral are hereby granted:
1. As security for the payment and performance, as the case may be, in full of the First Priority Obligations, each Pledgor hereby transfers, grants, mortgagesbargains, sells, conveys, hypothecates, pledges, hypothecates sets over and transfers to delivers unto the Administrative Collateral Agent, its successors and assigns, and hereby grants to the Administrative Collateral Agent, its successors and assigns, for the ratable benefit of the First Priority Secured Parties, a first priority security interest in all of Pledgor's right, title and interest in, to and under the Collateral.
2. As security for the payment and performance, as the case may be, in full of the Second Priority Obligations, Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Second Priority Secured Parties, a second priority security interest in all of Pledgor's right, title and interest in, to and under the Collateral.
3. As security for the payment and performance, as the case may be, in full of the Third Priority Obligations, Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Third Priority Secured Parties, a third priority security interest in all of Pledgor's right, title and interest in, to and under the Collateral.
(b) Upon delivery to the Collateral Agent, (a) any stock certificates, notes required to be delivered pursuant to Section 2(b) or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest inforever; subject, all of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest inhowever, to or under: the terms, covenants and conditions hereinafter set forth. Notwithstanding any other provision hereof, if any Collateral constitutes Restricted Securities, then such Collateral shall not secure any Obligations constituting Exempted Indebtedness except to the extent that such Obligations constitute Restricted Secured Indebtedness; provided that (i) Equity Interests (if any Public Debt is required to be secured by a Lien on such Collateral as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account a result of the liquidation operation of any negative pledge covenant in any indenture, agreement or instrument governing such Person, and all of its rights under each certificate Public Debt or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now the Public Debt ceases to be outstanding or in no longer restricts the future held by ability of any Pledgor to pledge Restricted Securities without also securing the Public Debt, then the Obligations secured hereunder shall be equal to the maximum aggregate amount of Obligations then outstanding. If any Collateral constitutes Restricted Securities any payments or issued repayments of the Obligations shall not be deemed to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” andbe applied against, together with the Pledged Equity Securitiesor to reduce, the “Pledged Securities”); (iii) all other property amount of Restricted Secured Indebtedness that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingsecured hereby.
Appears in 1 contract
Pledge. (a) As security for the payment and performance, as the case may be, performance in full of the Secured Obligations, each Pledgor Grantor hereby grantsassigns, mortgages, pledges, hypothecates charges and transfers pledges to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all of such PledgorGrantor’s right, title and interest in, to and under (a)(i) the shares of capital stock and other Equity Interests now owned or at any time hereafter acquired by such Pledgor or in which Grantor, including those set forth opposite the name of such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other propertyGrantor on Schedule II, and whether during the continuance of or on account of the liquidation of any such Person, (ii) all certificates and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, instruments representing all such Equity Interests (collectively, the “Pledged Equity SecuritiesInterests”); provided that the Pledged Equity Securities Interests shall not include (A) solely with respect to the assignment, charge and pledge thereof, and creation of a security interest therein, by any U.S. Grantor (but not, for the avoidance of doubt, any Non-U.S. Subsidiary Grantor) to secure any Secured Obligation of any Person that is not a CFC or a CFC Holding Company (other than any Guarantee by the Company or any other Grantor of any Secured Obligations of any CFC or CFC Holding Company), more than 65% of the issued and outstanding voting Equity Interests in any CFC or CFC Holding Company or (B) any of the foregoing assets if, to the extent and for so long as it is an Excluded Property (it being understood that the foregoing assignment, charge, pledge and security interest shall immediately attach to, and Pledged Equity Interests shall immediately include, any Foreign Subsidiary; such asset (iior any portion thereof) all debt securities now upon such asset (or in the future held by or issued such portion thereof) ceasing to such Pledgor and the promissory notes and any other instruments evidencing such debt securities be an Excluded Property) (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, Interests so excluded pursuant to this proviso being collectively referred to herein as the “Pledged SecuritiesExcluded Equity Interests”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (ib), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.
Appears in 1 contract
Samples: Credit Agreement (GoPro, Inc.)
Pledge. (a) As security for the payment and performance, as the case may be, in full of the Obligations, each The Pledgor hereby pledges, grants, mortgagesassigns, pledgeshypothecates, hypothecates transfers and transfers delivers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, Collateral Agent a continuing first priority security interest in, all of such Pledgor’s rightthe following property, title and interest wherever located, now owned or at any time hereafter acquired by such the Pledgor or in which such the Pledgor now has or at any time in the future may acquire any right, title or interest in(collectively, the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations:
(a) all of the Pledgor’s limited liability company interests in Company, including the interests described on Schedule I and all of the Pledgor’s right to after acquired limited liability company interests in the Company (the “LLC Interests”), and all of the Pledgor’s rights to acquire limited liability company interests in the Company in addition to or under: in exchange or substitution for the LLC Interests;
(b) all of the Pledgor’s rights, privileges, authority and powers as a member of the Company under the Company Agreement or otherwise, including (i) Equity Interests the member’s right to a share of the profits of the Company, (as defined belowii) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from the Company, (iii) the member’s right to vote and participate in the management of the Company and (iv) the member’s capital account in the Company, in each such Personcase, whether in cash as permitted by Applicable Law;
(c) all certificates or other property, and whether during the continuance of or on account of the liquidation of documents representing any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued Collateral described in clauses (a) and outstanding voting Equity Interests of any Foreign Subsidiary; (iib) above;
(d) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, distributions, cash, securities, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any kind to which the Pledgor may be entitled in its capacity as member of the foregoing Company by way of distribution, return of capital or otherwise;
(e) without affecting any obligations of the items referred Pledgor or the Company under any of the other Loan Documents, in the event of any consolidation or merger in which the Company is not the surviving Person, all ownership interests of any class or character in the successor Person formed by or resulting from such consolidation or merger;
(f) any other claim which the Pledgor now has or may in the future acquire in its capacity as member of the Company against the Company and its property; and
(g) all proceeds, products and accessions of and to any of the property described in the preceding clauses (ia) through (vif) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingabove.
Appears in 1 contract
Samples: Credit Agreement (Redaptive, Inc.)
Pledge. (a) As security for To secure the payment and performance, as the case may be, in full of the ObligationsObligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grantsgrant, mortgagespledge, pledgeshypothecate, hypothecates mortgage, charge and transfers assign to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, Pledgee for the ratable benefit of the Secured PartiesCreditors, and does hereby create a 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 such Pledgor’s its right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in and to the future may acquire any rightfollowing, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedfrom time to time acquired (collectively, together with its interest the “Collateral”):
(i) all of the 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 (and all certificates or instruments evidencing such Securities);
(ii) each Collateral Account, including any and all assets of whatever type or kind deposited by such Pledgor in the property of each any such Person, its interest in the capital of each such Person, its right to receive distributions from each such PersonCollateral Account, whether in cash now owned or other propertyhereafter acquired, and whether during the continuance of existing or on account of the liquidation arising (including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments 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 PersonCollateral Account, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any investments and all certificates and other organizational document or similar agreement of each such Person and the certificatesinstruments (including depository receipts, if any) from time to time representing or evidencing the same, representing and all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” anddividends, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividendsdistributions, cash, instruments cash and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (iforegoing), (ii), ;
(iii) all of such Pledgor’s (x) Partnership Interest and all of such Pledgor’s right, title and interest in each Pledged Partnership and (ivy) above (Membership Interest and all of such Pledgor’s right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interest and/or Membership Interest;
(b) all collateral granted other payments due or to become due to such Pledgor in respect of such Partnership Interest and/or Membership Interest, whether under any partnership agreement, 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 interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interest and/or Membership Interest;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for the benefit moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor’s rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor as security for relating to the Pledged Debt Securities); Partnership Interest and/or Membership Interest, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means take any and all shares other action on behalf of capital stock, partnership interests, membership interests and in a limited liability company, beneficial interests the name of such Pledgor in a trust respect of any Partnership Interest or other equity ownership interests in a Person, Membership Interest and any Pledged Partnership and all warrantsany Pledged LLC to make determinations, options to exercise any election (including, but not limited to, election of remedies) or other rights entitling the holder thereof option or to purchase give or acquire 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 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;
(iv) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(v) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, except as otherwise required by Section 6.11 of the Credit Agreement, no Pledgor shall be required to pledge hereunder any Margin Stock owned by such Pledgor.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations of such Pledgor and for the payment purposes set forth in Section 1 hereof, each Pledgor hereby pledges and performancegrants to the Pledgee a first priority continuing security interest in, and as part of such grant and pledge, hereby transfers and assigns to the Pledgee all of the following, whether now existing or hereafter acquired (the "Collateral"): (i) such Pledgor's Partnership Interest in each Pledged Partnership Entity and all of such Pledgor's right, title and interest in each Pledged Partnership Entity and (ii) such Pledgor's Limited Liability Company Interest in each Pledged Limited Liability Company and all of such Pledgor's right, title and interest in each Pledged Limited Liability Company, in each case whether now or hereafter acquired and including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets (as defined below), Limited Liability Company Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interest or Limited Liability Company Interest, as the case may be;
(B) all other payments due or to become due to such Pledgor in respect of such Partnership Interest or Limited Liability Company Interest, as the case may be, in full of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all of such Pledgor’s right, title and interest now owned or at whether under any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreementagreement or otherwise, declaration whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of trust or any other organizational document or similar agreement of each such Person its claims, rights, powers, privileges, authority, options, security interest, liens and the certificatesremedies, if any, representing all under any partnership agreement, limited liability company agreement or operating agreement or at law or otherwise in respect of such Equity Interests Partnership Interest or Limited Liability Company Interest, as the case may be;
(the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (iiD) all debt securities now present and future claims, if any, of such Pledgor against any Pledged Partnership Entity or Pledged Limited Liability Company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partner- ship agreement, 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 Partnership Interest or Limited Liability Company Interest, as the case may be, including any power to terminate, cancel or modify any partnership agreement, 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 future held by or issued to name of such Pledgor and the promissory notes in respect of such Partnership Interest or Limited Liability Company Interest and any other instruments evidencing such debt securities Pledged Partnership Entity or Pledged Limited Liability Company, to make determinations, to exercise any election (the “Pledged Debt Securities” andincluding, 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 Pledged Equity Securitiesforegoing or for any Partnership Asset or 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 “Pledged Securities”foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuance of an Event of Default); ;
(iiiF) all other property that may be hereafter delivered in substitution for or in addition to and held by any of the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5foregoing, all payments of principal certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, cash, instruments rights and other property at any time and from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon all thereof; and
(G) to the conversion extent not otherwise included, all proceeds of any or all of the Pledged Securities; foregoing.
(vb) subject to Section 5As used herein, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i)) the term "Partnership Assets" shall mean all assets, (ii)whether tangible or intangible and whether real, (iii) and (iv) above personal or mixed (including, without limitation, all collateral granted to such Pledgor partnership capital and interests in other partnerships), at any time owned or for the benefit of such Pledgor as security for the Pledged Debt Securities)represented by any Partnership Interest; and (viii) the term "Limited Liability Company Assets" shall mean all proceeds of any of the foregoing assets, whether tangible or intangible and whether real, personal or mixed (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any including, without limitation, all limited liability company capital and all shares of capital stock, partnership interests, membership interests in a other limited liability companycompanies), beneficial interests in a trust at any time owned or other equity ownership interests in a Person, and represented by any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingLimited Liability Company Interest.
Appears in 1 contract
Samples: Credit Agreement (Eldertrust)
Pledge. (a) As security To secure the prompt and complete payment and performance of the Liabilities including, without limitation, the obligations of the Pledgor hereunder, the Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto the Agent for the payment and performance, as the case may be, in full of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, Lenders and the Issuing Lender a continuing security interest in, in all of such the Pledgor’s 's right, title and interest in and to the following, whether now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedacquired or arising (herein collectively called the "Collateral"):
(a) the shares of stock listed in Schedule I hereto, together with its interest and the ---------- certificates representing or evidencing the Pledged Shares, and, in the property case of each any uncertificated equity securities pledged hereunder, such Person, its uncertificated equity securities shall contain a notation of the security interest and the pledge granted to the Agent hereunder on the books and records of the issuer of the uncertificated equity securities in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account name of the liquidation of any such PersonAgent, and all of its rights under each certificate or articles of incorporationcash, bylawssecurities, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments rights and other property at any time and from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon all of such Pledged Shares;
(b) all other tangible and intangible property and interests therein hereafter delivered to the conversion Agent or any Lender or the Issuing Lender by the Pledgor in substitution for or in addition to any of the Pledged Securities; (v) subject to Section 5foregoing, all certificates, notes and instruments representing or evidencing such other property, and in the case of uncertificated equity securities, all notations of the security interest hereafter delivered on the books and records of the issuer of the uncertificated equity securities in the name of the Agent, and all cash, securities, interest, dividends, and other payments, rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred at any time and from time to time received, receivable or otherwise distributed in clauses respect of or in exchange for any or all thereof; and
(i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vic) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing; TO HAVE AND TO HOLD the Collateral, together with all rights, titles, interests, privileges and preferences appertaining or incidental thereto, unto the Agent, its successors and assigns, forever, subject, however, to the terms, covenants ------- ------- and conditions hereafter set forth.
Appears in 1 contract
Samples: Credit Agreement (Nova Corp \Ga\)
Pledge. (a) As security for the payment and or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to pledges unto the Administrative Collateral Agent, its successors and permitted assigns, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for its own benefit and the ratable benefit of the other Secured Parties, a continuing security interest in, all of in such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in and under the future held by or issued to such Pledgor in corporationsfollowing, partnershipswherever located, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property arising or acquired from time to time:
2.1. all shares of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreementstock, limited liability company agreementmembership interests and other ownership interests owned by the Pledgor in each entity designated as an “Issuer” on Schedule II hereto (each an “Issuer” and collectively, operating agreementthe “Issuers”), declaration and any shares of trust capital stock, limited liability company membership interests or any other organizational document or similar agreement of each such Person equity interests obtained in the future by the Pledgor, and the certificates, if any, stock certificates or other security certificates (as defined in the UCC) representing all such Equity Interests (the “Pledged Equity Securities”)shares, membership interests or equity interests; provided that that, with respect to each (a) first-tier Foreign Subsidiary whose Capital Stock is now or hereafter pledged hereunder by the Pledged Equity Securities shall not include Pledgor, and (b) Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more than Foreign Subsidiaries, the Pledgor has pledged or will pledge stock representing 65% of the issued and outstanding voting Equity Interests shares of any Voting Stock of such Foreign Subsidiary or Subsidiary; , as applicable, (or (i) such lesser percentage as is owned by Pledgor, or (ii) all debt securities now such greater percentage as is owned by Pledgor and is permitted by any change in 26 U.S.C. §1ff or other Applicable Law to be pledged by Pledgor without such pledge resulting in the future held by or issued United States income tax liability with respect to such Pledgor and the promissory notes and any other instruments evidencing such debt securities Foreign Subsidiary or Subsidiary, as applicable) (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) ;
2.2. all other property Investment Property that may be delivered to to, and held by by, the Administrative Collateral Agent pursuant to the terms hereof; (iv) hereof or to the ABL Collateral Agent or Term Loan Collateral Agent, in each case as agent for, among others, the Collateral Agent and the Secured Parties, pursuant to the terms of the applicable Intercreditor Agreement;
2.3. subject to Section 56, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributeddistributed or distributable, in respect of, or in exchange for or upon the conversion of for, the Pledged Securities; (v) Securities referred to in clauses 2.1 and 2.2 above;
2.4. subject to Section 56, all rights and privileges of each the Pledgor with respect to the Pledged Securities and other property Investment Property referred to in clauses (i)2.1, (ii)2.2, (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities)2.3 above; and (vi) and
2.5. all proceeds of any of the foregoing (the items referred to in clauses (i) 2.1 through (vi) above 2.5 being collectively referred to as the “Pledged Collateral”). “Equity Interests” means any TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for its own benefit and the benefit of the other Secured Parties, until all shares of capital stockthe Secured Obligations (other than contingent indemnification obligations as to which no claims have been asserted) shall have been paid in full in cash; subject, partnership interestshowever, membership interests in a limited liability companyto the terms, beneficial interests in a trust covenants and conditions hereinafter set forth. Upon delivery to the ABL Collateral Agent, the Term Loan Collateral Agent or the Collateral Agent pursuant to Section 3 of this Agreement, (a) all stock certificates or other equity ownership interests securities now or hereafter included in a Personthe Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the ABL Collateral Agent, the Term Loan Collateral Agent or the Collateral Agent, as applicable, and any by such other instruments and all warrants, options documents as may be reasonably necessary or other rights entitling required or as the holder thereof Collateral Agent may reasonably request to purchase perfect or acquire any maintain the perfection of the foregoingCollateral Agent’s security interest in the Pledged Securities, and (b) all other Investment Property consisting of securities and comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgors and such other instruments or documents as may be reasonably necessary or required or as the Collateral Agent may reasonably request to perfect or maintain the perfection of the Collateral Agent’s security interest in the Investment Property. Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof, as the same may be supplemented, amended or otherwise modified from time to time in accordance with the terms of this Agreement. Each schedule so delivered shall supersede any prior schedules so delivered.
Appears in 1 contract
Pledge. (a) As collateral security for the prompt and complete payment and performance, as the case may be, in full of the all Obligations, each Pledgor hereby grantspledges to Administrative Agent (for its benefit and for the benefit of Lenders) its right, mortgagestitle and interest in and to all of the issued and outstanding capital stock, pledgeslimited liability company interests, hypothecates membership interests, partnership interests, other equity interests and transfers any and all other investment property which such Pledgor now holds or hereafter acquires in the issuers as listed on Exhibit A attached hereto and made a part hereof (which Exhibit shall be and shall be deemed to be updated (i) upon the Administrative Agentissuance by any such issuer of any additional capital stock, its successors limited liability company interests, membership interests, partnership interests or equity interests now or hereinafter acquired and assigns(ii) in accordance with Section 14) (the “Pledged Interests”), and hereby grants to the Administrative Agent, Agent a Prior Security Interest on its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in and to the future may acquire any rightPledged Interests, title or the interest inthereon and all products, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporationsproceeds, partnershipssubstitutions, limited liability companiesadditions, trusts dividends and other Persons in each case whether now existing or hereafter organized, together with its interest in distributions (subject to the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account terms of the liquidation of any such PersonCredit Agreement) in respect thereof, and all of its rights under each certificate or articles of incorporationbooks, bylawsrecords, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued papers relating to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items all of which are referred to in clauses (i) through (vi) above being collectively referred to herein as the “Collateral”). “Equity Interests” means The membership interest certificates, limited liability company interest certificates, partnership interest certificates or capital stock certificates collectively representing all of the Pledged Interests now or hereinafter acquired, together with a transfer power in substantially the form of Exhibit B hereto with respect to each such membership interest certificate, limited liability company interest certificate, partnership interest certificate or capital stock certificate duly signed in blank by each Pledgor, as transferor, shall be delivered by each Pledgor to Administrative Agent (for its benefit and for the benefit of Lenders) contemporaneously with the execution of this Pledge Agreement and promptly following any and all acquisition of additional membership interests, limited liability company interests, partnership interests or shares of capital stockstock by each Pledgor that is represented by a new membership interest certificate, limited liability company interest certificate, partnership interests, membership interests in a limited liability company, beneficial interests in a trust interest certificate or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingstock certificate.
Appears in 1 contract
Samples: Credit Agreement (Foster L B Co)
Pledge. (a) As security To secure the Obligations and for the payment and performance, as the case may be, purposes set forth in full of the Obligationssection 1, each Pledgor hereby grants, mortgages, pledges, hypothecates pledges and transfers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, Pledgee a first priority continuing security interest in, and as part of such grant and pledge, hereby transfers and assigns to the Pledgee all of the following whether now existing or hereafter acquired (the "COLLATERAL"):
(a) such Pledgor's (x) Partnership Interest and all of such Pledgor’s 's right, title and interest now owned or in each Pledged Partnership and (y) Membership Interest and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(i) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time hereafter acquired by be entitled in respect of such Pledgor Partnership Interest and/or Membership Interest;
(ii) all other payments due or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued become due to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property respect of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such PersonPartnership Interest and/or Membership Interest, whether in cash or other property, and whether during the continuance of or on account of the liquidation of under any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreementagreement or otherwise, operating agreementwhether as contractual obligations, declaration damages, insurance proceeds or otherwise;
(iii) all of trust or any other organizational document or similar agreement of each such Person its claims, rights powers, privileges, authority, options security interest, liens and the certificatesremedies, if any, representing under any partnership agreement or limited liability company agreement or at law or otherwise in respect of such Partnership Interest and/or Membership Interest;
(iv) all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% present and future claims if any, of the issued Pledgor against any Pledged Partnership and outstanding voting Equity Interests of any Foreign Subsidiary; Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(iiv) all debt securities now 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 the Partnership Interest and/or Membership Interest including any power to terminate, cancel or modify any partnership agreement or limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the future held by or issued to name of such Pledgor in respect of the Partnership Interest and any Pledged Partnership and the promissory notes and Membership Interest or any other instruments evidencing such debt securities Pledged LLC, to make determinations, to exercise any election (the “Pledged Debt Securities” andincluding, 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 Pledged Equity Securitiesforegoing, 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 “Pledged Securities”); foregoing;
(iiivi) all other property that may be hereafter delivered in substitution for or in addition to and held by any of the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5foregoing, all payments of principal certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, cash, instruments rights and other property at any time and from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion of the Pledged Securitiesall thereof; and
(vvii) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i)extent not otherwise included, (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and or all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing;
(b) all Securities owned by such Pledgor on the date hereof, if any, and such Pledgor hereby pledges and deposits as security with the Pledgee and delivers to the Pledgee certificates or instruments therefor duly endorsed in blank in the case of Notes and accompanied by undated stock powers duly executed in blank by such Pledgor in the case of Stock, or such other instruments of transfer as are acceptable to the Pledgee; and
(c) all of such Pledgor's right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities), which such Pledgor hereby assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee, to be held by the Pledgee, upon the terms and conditions set forth in this Agreement.
Appears in 1 contract
Pledge. (a) As security for the payment and performance, as the case may be, in full of the Obligations, each Each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers pledges to the Administrative Agent, its successors Collateral Agent and assigns, and hereby grants to the Administrative Agent, its successors and assigns, Collateral Agent for the ratable benefit of the Secured Parties, Parties a continuing first priority security interest inin the following (the "PLEDGED COLLATERAL") to secure the Secured Obligations (as defined in Section 2):
(i) the Pledged Shares and the certificates representing the Pledged Shares and any interest of each Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and, subject to Section 6, all dividends, cash or proceeds, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;
(ii) all additional shares of stock of any issuer of the Pledged Shares from time to time acquired by each Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), and the certificates representing such additional shares and any interest of each Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 6, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledgor’s right, title and interest now shares;
(iii) all shares of any Person owned or at held by each Pledgor which, after the date of this Agreement, is or becomes, as a result of any occurrence, a Subsidiary (subject to the obtaining or making of any foreign governmental actions, notices or filings as referred to in Section 4(iii)) of the Company (which shares shall be deemed to be part of the Pledged Shares) and the certificates representing such shares and any interest of each Pledgor in the entries on the books of any financial intermediary pertaining to such shares, and, subject to Section 6, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time hereafter acquired by such Pledgor to time received, receivable or otherwise distributed in respect of or in which such Pledgor now has exchange for any or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”)shares; provided that the Pledged Equity Securities no Pledgor shall not include be required to pledge more than 65% of the issued and outstanding voting Equity Interests shares of capital stock of any Subsidiary which is a Foreign Subsidiary; Entity and, in any event, shall not be required to pledge the shares of stock of any Subsidiary otherwise required to be pledged pursuant to this Section 1(iii) to the extent that such pledge would constitute an investment of earnings in United States property under Section 956 (iior a successor provision) all debt securities now or of the Internal Revenue Code which investment would trigger an increase in the future held by or issued to such gross income of a United States shareholder of any Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to Section 951 (or a successor provision) of the terms hereofInternal Revenue Code; and
(iv) subject to Section 5the Pledged Debt and the instruments evi- dencing the Pledged Debt, and all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged Securities; (v) subject to Section 5, all rights Debt. The foregoing pledge and privileges grant of each Pledgor with respect to a security interest confirms the pledge and grant of a first priority security interest in the Pledged Securities Collateral to secure the Secured Obligations made in the Original Intermediate Subsidiary Pledge Agreement and other property referred to confirmed in clauses (i), (ii), (iii) each preceding amendment and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any restatement of the foregoing (Original Intermediate Subsidiary Pledge Agreement and continues in all respects the items referred to pledge and grant therein without in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any way causing any interruption in continuity from such original pledge and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoinggrant.
Appears in 1 contract
Pledge. (a) As collateral security for the payment and performance, as the case may be, in full all of the ObligationsObligations (as defined in the Guaranty), each the Pledgor hereby grants, mortgages, pledges, hypothecates pledges and transfers to the Administrative Agent, its successors assigns and assigns, and hereby grants to the Administrative Agent, its successors and assignsPledgee, for the ratable benefit of the Secured PartiesBuyers, a continuing first priority perfected security interest in, and first lien on, all of such Pledgor’s his right, title and interest in and to the following (collectively, the “Pledged Collateral”):
(a) [REQUIRES COMPLETION] shares of common stock of its subsidiary, Fan Pass, Inc. owned by the Pledgor, as further described in Exhibit A (as such Schedule may be amended from time to time in accordance with the terms hereof), and any and all future, issued and outstanding shares of capital stock, or other equity or investment securities of, or partnership, membership, or joint venture interests in, Fan Pass, Inc., whether now owned or at any time hereafter acquired by such the Pledgor and whether or in which such Pledgor now has not evidenced or at represented by any time in the future may acquire any rightstock certificate, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash certificated security or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” andinstrument, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5certificates representing such equity interests, all payments of principal options and other rights, contractual or interestotherwise, in respect thereof and all dividends, distributions, cash, instruments instruments, investment property and any other property (including, but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the foregoing and all cash and noncash proceeds thereof (collectively, the “Pledged Securities; Shares”),
(vb) subject to Section 5all present and future increases, profits, combinations, reclassifications, and substitutes and replacements for all or part of the foregoing Pledged Collateral heretofore described;
(c) all investment property, financial assets, securities, capital stock, other equity interests, stock options and commodity contracts of the Pledgor, all rights notes, debentures, bonds, promissory notes or other evidences of indebtedness payable or owing to the Pledgor, and privileges of each Pledgor all other assets now or hereafter received or receivable with respect to the foregoing Pledged Securities Collateral heretofore described;
(d) all securities entitlements of the Pledgor in any and other property referred to in clauses all of the foregoing Pledged Collateral heretofore described; and
(i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vie) all proceeds (including proceeds of proceeds) of any and all of the foregoing Pledged Collateral heretofore described; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, lien, claim or otherwise). All of the items referred Pledged Shares now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock powers duly executed in blank by the Pledgor and irrevocable proxies, are being delivered to the Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Shares, the Pledgor shall execute an Addendum in clauses the form of Exhibit B attached hereto (i) through (vi) above being collectively referred to as the a “CollateralPledge Addendum”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests Any Pledged Collateral described in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, Pledge Addendum executed by the Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. The Pledgee shall maintain possession and custody of the certificates representing the Pledged Shares and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingadditional Pledged Collateral.
Appears in 1 contract
Samples: Pledge Agreement (Friendable, Inc.)
Pledge. (a) As security for The Pledgor hereby pledges to the payment and performance, as the case may be, in full Secured Party all of the Obligationsmembership interests in the Pledged Tenants (the "Pledged Interests") listed in Exhibit B attached hereto and all other shares of stock, each shares of beneficial interest, membership interests or other ownership interests in the Pledged Tenants in which the Pledgor hereby grants, mortgages, pledges, hypothecates may have rights from time to time and transfers to the Administrative Agent, its successors any other securities or other investment property and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit other collateral of the Secured Parties, a continuing security interest in, all of such Pledgor’s right, title and interest Pledgor now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in under this Agreement are required to be pledged to the future may acquire any rightSecured Party, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing case, all certificates representing such Pledged Interests or other investment property or collateral, and all rights, options, warrants, stock or other securities or other property which may hereafter organizedbe received, receivable or distributed in respect of the Pledged Interests, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account all proceeds of the liquidation of any such Personforegoing, and all of its rights under each certificate or articles of incorporationincluding, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5without limitation, all payments of principal or interest, dividends, cash, instruments and notes, securities or other property from time to time receivedacquired, receivable or otherwise distributed, distributed in respect of, or in exchange for for, the foregoing, (the Pledged Interests and any additional securities or upon collateral pledged hereunder, collectively, the conversion "Pledged Collateral"), and the Pledgor hereby grants to the Secured Party a security interest in all of the Pledged Securities; (v) subject to Section 5, all rights Collateral and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor proceeds thereof as security for the Pledged Debt Securities); due and (vi) all proceeds of any punctual payment and performance of the foregoing Secured Obligations (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”hereinafter defined). “Equity Interests” means any and all shares of capital stock, partnership interests, Pledgor's membership interests in a limited liability company, beneficial interests in a trust the Pledged Tenants are not evidenced by any certificates or other equity ownership interests instruments. If in a Person, and the future Pledgor possesses or controls any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.certificates or
Appears in 1 contract
Pledge. (a) As security for the payment and performance, as the case may be, in full of the Obligations, each Pledgor hereby transfers, grants, mortgagesbargains, sells, conveys, hypothecates, pledges, hypothecates sets over and transfers to delivers unto the Administrative Collateral Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: its
(i) Equity Interests the debt obligations that are evidenced by promissory notes or certificated securities, including any intercompany advances and indebtedness, listed opposite such name of such Pledgor on Schedule II hereto, (as defined belowii) any debt obligations that are evidenced by promissory notes or certificated securities, including any intercompany advances and indebtedness, now held by or in the future issued to or held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and required by the Credit Agreement to be pledged hereunder and (iii) the promissory notes and any other instruments evidencing such debt securities obligations (the “items referred to in subclauses (i) through (iii) of this clause (b) being referred to collectively herein as the "Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”Obligations"); (iiic) all other property that may be is delivered to and held by the Administrative Collateral Agent pursuant to the terms hereof; (ivd) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the Pledged Securitiessecurities referred to in clauses (a) and (b) above; (ve) subject to Section 5, all rights and privileges of each such Pledgor with respect to the Pledged Securities securities and other property referred to in clauses (ia), (iib), (iiic) and (ivd) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities)above; and (vif) all proceeds of any of the foregoing (the items referred to in clauses (ia) through (vif) above being collectively referred to herein as the “"Collateral”"). “Equity Interests” means Upon delivery to the Collateral Agent, (a) any and all shares of capital stockdebt, partnership interestsequity, stock or membership interests in a limited liability companycertificates, beneficial interests in a trust promissory notes or other equity ownership interests instruments or certificated securities now or hereafter included in a Person, and any and all warrants, options the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other rights entitling customary instruments of transfer reasonably satisfactory to the holder thereof to purchase or acquire any Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the foregoingCollateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that, as between the Pledgors and the Collateral Agent, the failure to attached any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities or other Collateral. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Samples: Non Shared Collateral Pledge Agreement (Allied Waste North America Inc/De/)
Pledge. (a) As security The Pledgor hereby pledges to the Agent, for the payment and performance, as the case may be, in full benefit of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates Agent and transfers to the Administrative Agent, its successors and assignsLenders, and hereby grants to the Administrative Agent, its successors and assigns, Agent for the ratable benefit of the Secured PartiesAgent and the Lenders, a continuing security interest in, the membership interests of Pledgor in the Borrower, which is a Delaware limited liability company, and any certificates representing such membership interests in the Borrower, all of such Pledgor’s the right, title and interest now owned or at any time hereafter acquired by such of the Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to and under its interest as a member and all investment property in respect of such membership interests, including, without limitation, Pledgor’s interest in (or under: (iallocation of) Equity Interests (as defined below) now the profits, losses, income, gains, deductions, credits or in similar items of the future held by or issued Borrower and the right to such Pledgor in corporationsreceive distributions of the Borrower’s cash, partnershipsother property, limited liability companiesassets, trusts and other Persons in each case all options and warrants for the purchase of membership interests, whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Personarising, whether arising under the terms of the certificates of formation, the limited liability company agreements or any of the other organizational documents (such documents hereinafter collectively referred to as the “Operating Agreements”) of the Borrower, or at law or in cash equity, or other propertyotherwise and any and all of the proceeds thereof (all of said membership interests, certificates, and whether during warrants being hereinafter collectively referred to as the continuance of or on account of “Pledged Membership Interests”) herewith delivered to the liquidation of any such PersonAgent, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividendsdistributions, cash, instruments instruments, investment property and other property from time to time received, receivable or otherwise distributed, distributed in respect of, or in exchange for, any or all of the Pledged Membership Interests, and any additional membership interests in the Borrower above from time to time acquired by the Pledgor in any manner, and any certificates, which shall be delivered to the Agent, representing such additional membership interests or any additional percentage interests, shares, units, options or warrants of membership interests in the Borrower (any such additional interests shall constitute part of the Pledged Membership Interests, and all options, warrants, distributions, investment property, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or upon all of such interests, and the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect shall promptly thereafter deliver to the Pledged Securities Agent a certificate duly executed by the Pledgor describing such percentage interests, certificates, units, options or warrants and other property referred to in clauses (i), (ii), (iii) certifying that the same have been duly pledged hereunder and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all any proceeds of any of the foregoing. All of the foregoing (the items shall be referred to in clauses (i) through (vi) above being herein collectively referred to as the “Pledged Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations of the Pledgor and for the payment and performance, as the case may be, purposes set forth in full of the ObligationsSection 1 hereof, each Pledgor hereby grants, mortgages, pledges, hypothecates pledges and transfers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, Pledgee a first priority continuing security interest in, in the Pledgor's Partnership Interest in each Subsidiary Partnership and all of such the Pledgor’s 's right, title and interest in each Subsidiary Partnership including, without limitation, the following, and as part of such grant and pledge, hereby transfers and assigns to the Pledgee for collateral purposes all of the following, whether now owned existing or at any time hereafter acquired by such Pledgor or (the Pledgor's Partnership Interest in which such Pledgor now has or at any time in each Subsidiary Partnership and the future may acquire any right, title or interest in, following are hereinafter collectively referred to or under: as the "Collateral"):
(i) Equity Interests all the capital thereof and its interest in all profits, losses, Partnership Assets (as defined below) now and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interest;
(ii) all other payments due or to become due to the Pledgor in respect of such Partnership Interest, 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 Agreement or at law or otherwise in respect of such Partnership Interest;
(iv) all present and future claims, if any, of the Pledgor against any Subsidiary Partnership for moneys loaned or advanced, for services rendered or otherwise;
(v) all of the Pledgor's rights under any Partnership Agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interest, 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 future held by or issued to such name of the Pledgor in corporationsrespect of such Partnership Interest and any Subsidiary Partnership, partnershipsto make determinations, to exercise any election (including, but not limited liability companiesto, trusts and other Persons in each case whether now existing election of remedies) or hereafter organizedoption or to give or receive any notice, consent, amendment, waiver or approval under such Partnership Agreement, together with its interest in full power and authority to demand, receive, enforce, collect, or receipt for any of the property of each such Personforegoing or for any Partnership Asset, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash enforce or execute any checks or other propertyinstruments or orders, to file any claims and whether 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 continuance of or on account an Event of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests Default);
(the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iiivi) all other property that may be hereafter delivered in substitution for or in addition to and held by any of the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5foregoing, all payments of principal certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, cash, instruments rights and other property at any time and from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon all thereof; and
(vii) to the conversion extent not otherwise included, all Proceeds (as hereinafter defined) of any or all of the Pledged Securities; foregoing.
(vb) subject to Section 5As used herein, the term "Partnership Assets" shall mean all rights assets, whether tangible or intangible and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i)whether real, (ii), (iii) and (iv) above personal or mixed (including, without limitation, limitation all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); partnership capital and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability companyother partnerships), beneficial interests in a trust at any time owned or other equity ownership interests in a Personrepresented by any Partnership Interest. As used herein, and any and the term "Proceeds" shall mean all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing."proceeds" as such
Appears in 1 contract
Pledge. (a) As collateral security for the prompt and complete payment and performance, as the case may be, in full of the all Obligations, each Pledgor hereby grantspledges to Administrative Agent (for its benefit and for the benefit of Lenders) its right, mortgagestitle and interest in and to all of the issued and outstanding capital stock, pledgeslimited liability company interests, hypothecates membership interests, partnership interests, other equity interests and transfers any and all other investment property which such Pledgor now holds or hereafter acquires in the issuers as listed on Exhibit A attached hereto and made a part hereof (which Exhibit shall be and shall be deemed to be updated (i) upon the Administrative Agentissuance by any such issuer of any additional capital stock, its successors limited liability company interests, membership interests, partnership interests or equity interests now or hereinafter acquired and assigns(ii) in accordance with Section 14) (the "Pledged Interests"), and hereby grants to the Administrative Agent, Agent a Prior Security Interest on its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in and to the future may acquire any rightPledged Interests, title or the interest inthereon and all products, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporationsproceeds, partnershipssubstitutions, limited liability companiesadditions, trusts dividends and other Persons in each case whether now existing or hereafter organized, together with its interest in distributions (subject to the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account terms of the liquidation of any such PersonCredit Agreement) in respect thereof, and all books, records, and papers relating to the foregoing (all of its rights under each certificate or articles of incorporation, bylaws, partnership agreementwhich are referred to herein as the "Collateral"). The membership interest certificates, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the interest certificates, if any, partnership interest certificates or capital stock certificates collectively representing all such Equity Interests (the “Pledged Equity Securities”); provided that of the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” andhereinafter acquired, together with a transfer power in substantially the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments form of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor Exhibit B hereto with respect to the Pledged Securities each such membership interest certificate, limited liability company interest certificate, partnership interest certificate or capital stock certificate duly signed in blank by each Pledgor, as transferor, shall be delivered by each Pledgor to Administrative Agent (for its benefit and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for Lenders) contemporaneously with the Pledged Debt Securities); execution of this Pledge Agreement and (vi) all proceeds promptly following any acquisition of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all additional membership interests, limited liability company interests, partnership interests or shares of capital stockstock by each Pledgor that is represented by a new membership interest certificate, limited liability company interest certificate, partnership interests, membership interests in a limited liability company, beneficial interests in a trust interest certificate or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingstock certificate.
Appears in 1 contract
Samples: Pledge Agreement (Black Box Corp)
Pledge. (a) As security for the full, prompt and complete payment and performanceperformance when due (whether at stated maturity, as by acceleration or otherwise) of all Obligations arising under the case may beLoan Documents, together with, without limitation, the prompt payment of all of Lender’s Expenses, Pledgor hereby pledges to Lender, and grants to Lender a security interest in full all of the Obligationsfollowing (collectively, each the “Pledged Collateral”), except as specifically provided in Section 6, below:
(i) the Pledged Interests owned or held by Pledgor hereby grantsand the certificates representing such Pledged Interests, mortgages, pledges, hypothecates and transfers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest inincluding without limitation, all of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to and under all (A) proceeds, distributions of profits and income associated with the Pledged Interests, (B) capital distributions from each Company, (C) distributions of cash flow by each Company, (D) proceeds of any liquidation upon the dissolution of any Company and winding up of the affairs of any Company, and (E) all other rights of Pledgor as a stockholder or under: (i) Equity Interests (as defined below) now or in member of each Company including, without limitation, rights to reports, accounting, information and voting to the future held extent permitted by or issued to such Pledgor in corporationslaw, partnerships, limited liability companies, trusts and other Persons in each case whether now presently existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”)arising; provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; Pledge Agreement – Cepton
(ii) all debt securities now or in the future voting trust certificates held by or issued Pledgor evidencing the right to such Pledgor and the promissory notes and vote any other instruments evidencing such debt securities (the “Pledged Debt Securities” Interests subject to any voting trust; and, together with the Pledged Equity Securities, the “Pledged Securities”);
(iii) all additional shares or other property that may equity interests and voting trust certificates from time to time acquired by Pledgor in any manner (which additional shares or other equity interests shall be delivered deemed to be part of the Pledged Interests), and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5certificates representing such additional shares or other equity interests, and all payments of principal or interestdividends, dividendsdistributions, cash, instruments instruments, and other property or proceeds from time to time received, receivable receivable, or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoinginterests.
Appears in 1 contract
Samples: Pledge Agreement (Growth Capital Acquisition Corp.)
Pledge. (a) As security for The Pledgor hereby pledges to the payment and performance, as the case may be, in full Secured Parties all of the Obligations, each shares of beneficial interest in the Tenant (the “Pledged Shares”) listed in Exhibit A attached hereto and all other shares of beneficial interest in the Tenant in which the Pledgor hereby grants, mortgages, pledges, hypothecates may have rights from time to time and transfers any other securities or other investment property and other collateral of the Pledgor now owned or hereafter acquired which under this Agreement are required to the Administrative Agent, its successors and assigns, and hereby grants be pledged to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest inand in each case, all certificates representing such Pledged Shares or other investment property or collateral, and all rights, options, warrants, stock or other securities or other property which may hereafter be received, receivable or distributed in respect of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedPledged Shares, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account all proceeds of the liquidation of any such Personforegoing, and all of its rights under each certificate or articles of incorporationincluding, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5without limitation, all payments of principal or interest, dividends, cash, instruments and notes, securities or other property from time to time receivedacquired, receivable or otherwise distributed, distributed in respect of, or in exchange for for, the foregoing, (the Pledged Shares and any additional securities or upon collateral pledged hereunder, collectively, the conversion “Pledged Collateral”), and the Pledgor hereby grants to the Secured Parties a security interest in all of the Pledged Securities; (v) subject to Section 5, all rights Collateral and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor proceeds thereof as security for the Pledged Debt Securities); due and (vi) all proceeds of any punctual payment and performance of the foregoing Secured Obligations (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”hereinafter defined). “Equity Interests” means The Pledgor has delivered to and deposited with the Secured Parties any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust certificates or other equity ownership interests instruments representing the Pledged Collateral and undated trust share powers endorsed in a Personblank, as security for the payment and performance of all of the Secured Obligations. If in the future the Pledgor possesses or controls any and all warrants, options other certificates or other rights entitling instruments representing the holder thereof Pledged Collateral, the Pledgor shall immediately and without notice deliver the same to purchase or acquire any the Secured Parties together with undated trust share powers endorsed in blank, as security for the payment and performance of all of the foregoingSecured Obligations.
Appears in 1 contract
Samples: Pledge of Shares of Beneficial Interest Agreement (Five Star Quality Care Inc)
Pledge. (a) As security for the full, prompt and complete payment and performanceperformance when due (whether at stated maturity, as by acceleration or otherwise) of all Obligations arising under the case may beLoan Documents, together with, without limitation, the prompt payment of all of Lender’s Expenses, Pledgor hereby pledges to Lender, and grants to Lender a security interest in full all of the Obligationsfollowing (collectively, each the “Pledged Collateral”), except as specifically provided in Section 6, below:
(i) the Pledged Interests owned or held by Pledgor hereby grantsand the certificates representing such Pledged Interests, mortgages, pledges, hypothecates and transfers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest inincluding without limitation, all of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to and under all (A) proceeds, distributions of profits and income associated with the Pledged Interests, (B) capital distributions from each Company, (C) distributions of cash flow by each Company, (D) proceeds of any liquidation upon the dissolution of any Company and winding up of the affairs of any Company, and (E) all other rights of Pledgor as a stockholder or under: (i) Equity Interests (as defined below) now or in member of each Company including, without limitation, rights to reports, accounting, information and voting to the future held extent permitted by or issued to such Pledgor in corporationslaw, partnerships, limited liability companies, trusts and other Persons in each case whether now presently existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; arising;
(ii) all debt securities now or in the future voting trust certificates held by or issued Pledgor evidencing the right to such Pledgor and the promissory notes and vote any other instruments evidencing such debt securities (the “Pledged Debt Securities” Interests subject to any voting trust; and, together with the Pledged Equity Securities, the “Pledged Securities”);
(iii) all additional shares or other property that may equity interests and voting trust certificates from time to time acquired by Pledgor in any manner (which additional shares or other equity interests shall be delivered deemed to be part of the Pledged Interests), and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5certificates representing such additional shares or other equity interests, and all payments of principal or interestdividends, dividendsdistributions, cash, instruments instruments, and other property or proceeds from time to time received, receivable receivable, or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoinginterests.
Appears in 1 contract
Samples: Pledge Agreement (Cepton, Inc.)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor (a) As security for but subject to the payment and performance, as proviso at the case may be, in full end of the Obligationsthis Section 3.1), each Pledgor does hereby grants, mortgages, pledges, hypothecates grant and transfers pledge to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, Pledgee for the ratable benefit of the Secured PartiesCreditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of such Pledgor’s its right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in and to the future may acquire any rightfollowing, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedfrom time to time acquired (collectively, together with its interest the “Collateral”):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in the property of each any such Person, its interest in the capital of each such Person, its right to receive distributions from each such PersonCollateral Account, whether in cash now owned or other propertyhereafter acquired, and whether during the continuance of existing or on account of the liquidation 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 PersonCollateral Account, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any investments and all certificates and other organizational document or similar agreement of each such Person and the certificatesInstruments (including depository receipts, if any) from time to time representing or evidencing the same, representing and all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” anddividends, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividendsdistributions, cash, instruments cash and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged 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 NEWYORK 9251668 (v2K) subject all rights, privileges, authority and powers of such Pledgor relating to Section 5, all rights and privileges such Securities in each such issuer or under any organizational document of each Pledgor with respect to such issuer, and the Pledged certificates, instruments and agreements representing such Securities and other property referred 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 clauses (i)each limited liability company to which each such Limited Liability Company Interest relates, (ii)whether now existing or hereafter acquired, (iii) and (iv) above (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 collateral granted its capital therein and its interest in 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 for the benefit 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 as security against any such limited liability company for the Pledged Debt Securities); and monies loaned or advanced, for services rendered or otherwise;
(viE) all proceeds 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 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 (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means or for any and all shares Limited Liability Company Asset of capital stock, partnership interests, membership interests in a such limited liability company, beneficial interests in a trust to enforce or execute any checks, or other equity ownership interests instruments or orders, to file any claims and to take any action in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire connection with any of the foregoing; and NEWYORK 9251668 (2K)
(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;
(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 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; NEWYORK 9251668 (2K)
(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 Credit Party’s Obligations, no Voting Equity Interests of any Foreign Subsidiary which represents more than 66% 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 the grant of such security interest shall constitute or result in (A) other than in the case of a Wholly-Owned Subsidiary of the Company, a breach or termination pursuant to the terms of, or a default under, any Indebtedness assumed by the Company or any of its Subsidiaries pursuant to Section 10.04(g) of the Credit Agreement or 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 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 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 been 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 Creditors have made any necessary filings with the Board of Governors of the United States Federal Reserve in connection therewith and the respective Pledgor shall have provided the respective Secured Creditors with an executed Form FR U-1 or Form FR G-3, as applicable; provided further, that each applicable Pledgor NEWYORK 9251668 (2K) shall provide to the Secured Creditors 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 9.01(a) and 9.01(b) of the Credit Agreement and, thereafter, such Margin Stock shall constitute Collateral to the extent the Secured Creditors have made such necessary filings with the Board of Governors of the United States Federal Reserve in connection therewith and the respective Pledgor shall have provided the respective Secured Creditors with an executed Form FR U-1 or Form FR G-3, as applicable.
Appears in 1 contract
Samples: Pledge Agreement (Ciena Corp)
Pledge. (ai) As security To secure the Obligations of such Pledgor and for the payment purposes set forth in Section 1 hereof, each Pledgor hereby pledges and performancegrants to the Pledgee a first priority continuing security interest in, and as part of such grant and pledge, hereby transfers and assigns to the Pledgee all of the following, whether now existing or hereafter acquired (the "Collateral"): (i) such Pledgor's Partnership Interest in each Pledged Partnership Entity and all of such Pledgor's right, title and interest in each Pledged Partnersxxx Xxxity and (ii) such Pledgor's Limited Liability Company Interest in each Pledged Limited Liability Company and all of such Pledgor's right, title and interest in each Pledged Limited Liability Company, in each case whether now or hereafter acquired and including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Partnership Assets (as defined below), Limited Liability Company Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interest or Limited Liability Company Interest, as the case may be;
(B) all other payments due or to become due to such Pledgor in respect of such Partnership Interest or Limited Liability Company Interest, as the case may be, in full of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all of such Pledgor’s right, title and interest now owned or at whether under any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreementagreement or otherwise, declaration whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of trust or any other organizational document or similar agreement of each such Person its claims, rights, powers, privileges, authority, options, security interest, liens and the certificatesremedies, if any, representing all under any partnership agreement, limited liability company agreement or operating agreement or at law or otherwise in respect of such Equity Interests Partnership Interest or Limited Liability Company Interest, as the case may be;
(the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (iiD) all debt securities now present and future claims, if any, of such Pledgor against any Pledged Partnership Entity or Pledged Limited Liability Company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any partnership agreement, 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 Partnership Interest or Limited Liability Company Interest, as the case may be, including any power to terminate, cancel or modify any partnership agreement, 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 future held by or issued to name of such Pledgor and the promissory notes in respect of such Partnership Interest or Limited Liability Company Interest and any other instruments evidencing such debt securities Pledged Partnership Entity or Pledged Limited Liability Company, to make determinations, to exercise any election (the “Pledged Debt Securities” andincluding, 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 Pledged Equity Securitiesforegoing or for any Partnership Asset or 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 “Pledged Securities”foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuance of an Event of Default); ;
(iiiF) all other property that may be hereafter delivered in substitution for or in addition to and held by any of the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5foregoing, all payments of principal certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, cash, instruments rights and other property at any time and from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon all thereof; and
(G) to the conversion of the Pledged Securities; (v) subject to Section 5extent not otherwise included, all rights proceeds and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds supporting obligations of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and or all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.
Appears in 1 contract
Samples: Credit Agreement (Eldertrust)
Pledge. (a) As security for the payment and performance, as the case may be, in full of the Obligations, each Each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers pledges to the Administrative Agent, for its successors benefit and assignsthe benefit of Lenders and each party to a Hedging Transaction incurred to limit interest rate or fee fluctuation with respect to the Loans and Letters of Credit if at the date of entering into such Hedging Transaction such person was a Lender or an Affiliate of a Lender and such person executes and delivers to the Administrative Agent a letter agreement in form and substance acceptable to the Administrative Agent pursuant to which such person (i) appoints the Administrative Agent as its agent under the applicable Loan Documents and (ii) agrees to be bound by the provisions of Article IX and X of the Amended and Restated Credit Agreement (each such person a “Specified Hedge Provider”, the Administrative Agent, the Lenders and hereby the Specified Hedge Providers, collectively, referred to herein as the “Secured Parties” and each a “Secured Party”) and grants to the Administrative Agent, for its successors benefit and assigns, for the ratable benefit of the Secured Parties, a continuing first priority security interest in, in all of such Pledgor’s right, title and interest in, to and under the following property, whether now owned by or at any time owing to, or hereafter acquired by or arising in favor of such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securitiescollectively, the “Pledged SecuritiesCollateral”); ):
(iiia) all other property that may be delivered to The Pledged Shares and held by the Administrative Agent pursuant to certificates representing the terms Pledged Shares, and, except as expressly provided for in Section 8 hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged Securities; Shares;
(vb) subject Any stock or other securities acquired by any Pledgor or such Pledgor’s designees with respect to, incident to Section 5or in lieu of the Pledged Shares or with respect to, incident to or in lieu of the Pledged Collateral (x) due to any dividend, stock-split, stock dividend or distribution on dissolution, or partial or total liquidation, or for any other reason, (y) in connection with a reduction of capital, capital surplus or paid-in-surplus or (z) in connection with any spin-off, split-off, reclassification, readjustment, merger, consolidation, sale of assets, combination of shares or any other plan of distribution affecting of the those companies listed on Schedule I;
(c) Any subscription or other rights or options issued in connection with the Pledged Shares, and, if exercised by any Pledgor, all new shares or other securities so acquired by such Pledgor, which shall promptly be assigned and delivered to the Administrative Agent and held under the terms of this Pledge Agreement in the same manner as the Pledged Shares originally pledged hereunder;
(d) Any and all proceeds, monies, income and benefits arising from or by virtue of, and all dividends and distributions (cash or otherwise) payable or distributable with respect to, all or any of the Pledged Shares or other securities and rights and privileges interests described in this Section 2, except as expressly provided for in Section 8 hereof;
(e) The Pledged Membership Interests, if any, and any certificates at any time representing the Pledged Membership Interests, it being understood that the Pledged Membership Interests are, as of the date hereof, uncertificated, 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 Pledged Membership Interests;
(f) All of such Pledgor’s right, title and interest as a member in each Pledgor limited liability company listed on Part B of Schedule I (the “LLCs”), whether now owned or hereafter acquired, including all of such Pledgor’s right, title and interest in, to and under the limited liability company agreements described on Part B of Schedule I (as such agreements have heretofore been and may hereafter be amended, restated, supplemented or otherwise modified from time to time, collectively, the “LLC Agreements”) to which it is a party (including, the right to vote with respect to and to manage and administer the Pledged Securities business of such LLCs) together with all other rights, interests, claims and other property referred of such Pledgor in any manner arising out of or relating to its membership interest in clauses (i)the LLCs, (ii)whatever their respective kind or character, (iii) whether they are tangible or intangible property, and (iv) above (wheresoever they may exist or be located, and further including, without limitation, and except as expressly provided for in Section 8, (1) all collateral granted to rights of such Pledgor to receive distributions of any kind, in cash or otherwise, due or to become due under or pursuant to each such LLC Agreement or otherwise in respect of such LLCs, (2) all rights of such Pledgor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to each such LLCs, (3) all claims of such Pledgor for damages arising out of, or for the benefit breach of, or for a default under, each such LLC Agreement, (4) any certificated security or uncertificated security as defined in Section 8-102(18) of the UCC evidencing any of the foregoing issued by such LLCs to such Pledgor, (5) any interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Pledgor’s interest as security for a member in the Pledged Debt Securities); LLCs and (vi6) to the extent not included in the foregoing, all proceeds of any and all of the foregoing (foregoing; provided, however, that notwithstanding anything herein to the items referred to in clauses contrary;
(i) through Each Pledgor shall remain liable under the LLC Agreements to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Pledge Agreement had not been executed;
(viii) above being collectively referred The exercise by the Administrative Agent of any of its rights hereunder shall not release any Pledgor from any of its duties or obligations under the LLC Agreements (other than to the extent a Pledgor is precluded from performing such duties solely as a result of the “Collateral”Administrative Agent’s having exercised such rights or remedies). “Equity Interests” means ;
(iii) Prior to the Administrative Agent’s exercising any of its rights hereunder and all shares consistent with (ii) above, the Administrative Agent shall not have any obligation or liability under the LLC Agreements by reason of capital stockthis Pledge Agreement, partnership interestsnor shall the Administrative Agent be obligated to perform any of the obligations or duties of the Pledgors thereunder, membership interests to make any payment, to make any inquiry as to the nature or sufficiency of any payment received by the Pledgors or the sufficiency of any performance by any party under any such LLC Agreement, or to take any action to collect or enforce any claim for payment assigned hereunder; and
(iv) Without limiting the generality of the foregoing, neither the grant of the security interest in the Pledged Collateral in favor of the Administrative Agent as provided herein nor the exercise by the Administrative Agent of any of its rights hereunder nor any action by the Administrative Agent in connection with a foreclosure on the Pledged Collateral shall be deemed to constitute the Administrative Agent or any other Secured Party a member of any limited liability company, beneficial interests in a trust or ;
(g) The Pledged Notes and the instruments and other equity ownership interests in a Persondocuments representing the Pledged Notes, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for the Pledged Notes; and
(h) All additional promissory notes from time to time acquired by such Pledgor in any manner and the instruments and other documents representing such promissory notes and all warrantsinterest, options cash, instruments and other property, or other rights entitling the holder thereof proceeds from time to purchase time received, receivable or acquire otherwise distributed in respect of or in exchange for any or all of such promissory notes. provided, however, that notwithstanding any of the foregoingother provisions set forth in this Agreement, Collateral shall not include any property to the extent that a grant of a security interest is prohibited by any requirements of law of a governmental authority, except to the extent that such prohibition is ineffective under applicable law (including by means of Sections 9-407, 9-408 or 9-409 of the UCC).
Appears in 1 contract
Samples: Borrower Pledge Agreement (United Industrial Corp /De/)
Pledge. (a) As security for the payment and performance, as the case may be, in full of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates pledges and transfers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors Agent a first priority and assigns, for the ratable benefit of the Secured Parties, a continuing exclusive security interest in, in all of such Pledgor’s its right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in and to the future may acquire any right, title or interest in, to or under: following (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securitiescollectively, the “Pledged SecuritiesCollateral”); (iii) all other property that may be delivered to ):
a. the Pledged Equity and held by any certificates representing the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5Pledged Equity, all payments of principal or interestdividends, dividendsdistributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged SecuritiesEquity; and
b. such portion, as determined by Agent as provided in Section 6(d) below, of any additional shares of stock, membership interests, partnership interests or other equity interests of a Pledged Entity from time to time acquired by Pledgor in any manner (v) subject which shares, membership interests, partnership interests or other equity interests shall be deemed to Section 5, all rights and privileges be part of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (iEquity), (ii)and any certificates representing such additional shares, (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stockmembership interests, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Personinterests, and all dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such stock, membership interests, partnership interests or other equity interests.
(b) Notwithstanding the foregoing (and without limiting the effect of Section 8(a) herein below), unless and until an Event of Default shall have occurred and be continuing (and in any event subject to the terms and provisions of the Loan Agreement), Pledgor shall be entitled to (x) exercise any and all warrantsvoting and/or other consensual rights and powers inuring to an owner of Pledged Equity or any part thereof, options or other rights entitling the holder thereof to purchase or acquire any and (y) receive and retain, free and clear of the foregoingLien granted hereunder, any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Equity to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Loan Agreement and the other Loan Documents.
Appears in 1 contract
Pledge. (a) As security for the payment and performance, as the case may be, in full of the Obligations, each Each Pledgor hereby grants, mortgages, pledges, hypothecates assigns and transfers delivers to ------ the Administrative Agent, for the ratable benefit of the Lenders (including the Issuing Lender in its successors and assignscapacity as such, and hereby including any Lender in its capacity as a counterparty to any Hedge Agreement with the Borrower) and the Administrative Agent (collectively, the "Secured Parties"), and grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all of such Pledgor’s 's right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in and to the future may acquire any rightfollowing, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now owned or existing or hereafter organizedacquired or arising (collectively, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and "Collateral"):
(a) all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests shares of Capital Stock of the direct Subsidiaries of such Pledgor (except SSI, Inc.) and that are identified with respect to such Pledgor in Part I of Annex A, all additional shares of, all ------- warrants, options and other rights to acquire, and all securities convertible into, Capital Stock of such Subsidiaries (whether now or hereafter existing) of such Pledgor and that are at any Foreign Subsidiary; time owned by such Pledgor, including any securities described in clause (ii) below, and all debt securities now rights, powers and privileges relating thereto or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” andarising therefrom, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cashcertificates, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or entries upon the conversion books of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of financial intermediaries at any time evidencing any of the foregoing (collectively, the items referred "Pledged Stock");
(b) subject to in clauses (i) through (vi) above being collectively referred the provisions of SECTION 7, and as described more fully therein, all interest, dividends, distributions and other amounts due or to as the “Collateral”). “Equity Interests” means any become due, and all shares of capital additional stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options options, securities and other property, paid or other rights entitling the holder thereof to purchase payable or acquire distributed or distributable in respect of any Pledged Investments; and
(c) all Proceeds of any of the foregoing. For purposes of this Agreement, the term "Proceeds" shall mean and include all cash, securities and other property of any nature received or receivable upon the sale, exchange or other disposition of or realization upon any Collateral, whether voluntary or involuntary, together with all payments and distributions in respect of any Collateral, including pursuant to any insurance, indemnity or guaranty with respect to any Collateral and pursuant to any liquidation, reorganization or similar proceeding with respect to such Pledgor or any issuer of or obligor on any Collateral.
Appears in 1 contract
Pledge. (a) As security To secure all Obligations of such Pledgor and for the payment and performance, as the case may be, purposes set forth in full of the ObligationsSection 1 hereof, each Pledgor hereby grantshereby: (i) grants to the Pledgee a security interest in all of the Collateral owned by such Pledgor; (ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, and delivers to the Pledgee certificates or instruments therefor, accompanied by undated stock powers duly executed in blank by such Pledgor in the case of Stock, or such other instruments of transfer as are reasonably acceptable to the Pledgee; (iii) assigns, transfers, hypothecates, mortgages, pledges, hypothecates charges and transfers sets over to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, Pledgee all of such Pledgor’s 's right, title and interest now owned in and to such Securities (and in and to all certificates or at any time hereafter acquired instruments evidencing such Securities), to be held by the Pledgee, upon the terms and conditions set forth in this Agreement; (iv) transfers and assigns to the Pledgee all of such Pledgor or in which Pledgor's Pledged Limited Liability Company Interests and all of such Pledgor now has or at any time in the future may acquire any Pledged 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 inin all profits, to or under: (i) Equity Interests losses, Limited Liability Company Assets (as defined below) now and other distributions to which such Pledgor shall at any time be entitled in respect of such Pledged Limited Liability Company Interests;
(B) all other payments due or in the future held by or issued to become due to such Pledgor in corporationsrespect of Pledged Limited Liability Company Interests, partnerships, whether under any limited liability companies, trusts and other Persons in each case whether now existing company agreement or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Personotherwise, whether in cash as contractual obligations, damages, insurance proceeds or other property, and whether during the continuance of or on account of the liquidation of any such Person, and otherwise;
(C) all of its rights under each certificate or articles of incorporationclaims, bylawsrights, partnership agreementpowers, limited liability company agreementprivileges, operating agreementauthority, declaration of trust or any other organizational document or similar agreement of each such Person options, security interest, liens and the certificatesremedies, if any, representing all under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Equity Interests Pledged Limited Liability Company Interests;
(the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (iiD) all debt securities now 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 Pledged 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 future held by or issued to name of such Pledgor and the promissory notes in respect of such Pledged Limited Liability Company Interest and any other instruments evidencing such debt securities limited liability company, to make determinations, to exercise any election (the “Pledged Debt Securities” andincluding, 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 Pledged Equity Securitiesforegoing 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 “Pledged Securities”); foregoing;
(iiiF) all other property that may be hereafter delivered in substitution for or in addition to and held by any of the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5foregoing, all payments of principal certificates and instruments representing or evidencing such other property and all cash securities, interest, dividends, cash, instruments rights and other property at any time and from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon all thereof; and (G) to the conversion extent not otherwise included, all proceeds of any or all of the Pledged Securitiesforegoing; and (v) subject transfers and assigns to Section 5the Pledgee 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 Collateral;
(B) 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;
(C) 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;
(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) 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, 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 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;
(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 privileges of each Pledgor with respect to the Pledged Securities and other property referred at any time and from time to time received, receivable or otherwise distributed in clauses respect of or in exchange for any or all thereof; and
(i)G) to the extent not otherwise included, all proceeds of any or all of the foregoing.
(ii)b) As used herein, (iii) the term "LIMITED LIABILITY COMPANY ASSETS" shall mean all assets, whether tangible or intangible and (iv) above whether real, personal or mixed (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); limited liability company capital and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a other limited liability companycompanies), beneficial interests in a trust at any time owned or other equity ownership interests in a Person, and represented by any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingPledged Limited Liability Company Interest.
Appears in 1 contract
Samples: Pledge and Security Agreement (Felcor Lodging Trust Inc)
Pledge. (a) As collateral security for the prompt and complete payment and performanceperformance when due, as the case may bewhether at stated maturity, in full by acceleration or otherwise, of all of the Secured Obligations, each whether now existing or hereafter arising and howsoever evidenced, the Pledgor hereby pledges, grants, mortgagesassigns, pledgeshypothecates, hypothecates transfers and transfers delivers to the Administrative Collateral Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing first priority security interest in, in all of such Pledgor’s rightthe property of the Pledgor identified below, title in each case, wherever located and interest now owned or at any time hereafter acquired by such the Pledgor or in which such the Pledgor now has or at any time in the future may acquire any right, title or interest in(collectively, to or under: the “Pledged Collateral”):
(ia) Equity Interests (as defined below) now or all of the Pledgor’s limited liability company interests in the future held by or issued to such Pledgor in corporations, partnerships, Borrower (including those described on Schedule I) and all after acquired limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest company interests in the property of each such PersonBorrower (collectively, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person“LLC Interests”), and all of its the Pledgor’s rights under each certificate or articles of incorporation, bylaws, partnership agreement, to acquire limited liability company agreement, operating agreement, declaration of trust interests in the Borrower in addition to or any other organizational document in exchange or similar agreement of each such Person and substitution for the certificates, if any, representing LLC Interests;
(b) all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued Pledgor’s rights, privileges, authority and outstanding voting Equity Interests powers as a member of any Foreign Subsidiary; the Borrower under the Operating Agreement;
(iic) all debt securities now certificates or other documents representing any and all of the foregoing in the future held by or issued to such Pledgor clauses (a) and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”b); ;
(iiid) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, distributions, cash, securities, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any kind to which the Pledgor may be entitled in its capacity as member of the foregoing Borrower by way of distribution, return of capital or otherwise;
(e) without affecting any obligations of the items referred Pledgor or the Borrower under any of the other Loan Documents, in the event of any consolidation or merger in which the Borrower is not the surviving Person, all ownership interests of any class or character in the successor Person formed by or resulting from such consolidation or merger;
(f) any other claim which the Pledgor now has or may in the future acquire in its capacity as member of the Borrower against the Borrower and its property; and
(g) all proceeds, products and accessions of and to any of the property described in the preceding clauses (a) through (f) above. provided that in no event shall the Pledged Collateral include (i) through any Restricted Payments if such Restricted Payments are permitted to be received by the Pledgor pursuant to the Loan Documents, or (viii) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stockright, partnership interests, membership interests title or interest in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingitems in this Section 2.01 which has been released from the Liens created hereunder pursuant to Section 6.16 hereof.
Appears in 1 contract
Pledge. (a) As Each Pledgor hereby pledges and grants to Lender a first priority security for the payment and performance, as the case may be, interest in full all of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: following (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securitiescollectively, the “Pledged SecuritiesCollateral”); ):
(iiia) such Pledgor’s Pledged Shares and the certificates representing such Pledged Shares, and all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5dividends, all payments of principal or interest, dividendsdistributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon all of such Pledged Shares;
(b) any additional shares of Stock, or other right, title or interest in, any Person from time to time acquired by such Pledgor in any manner (which shares shall be deemed to be part of such Pledgor’s Pledged Shares or Pledged Interests, as the conversion of the Pledged Securities; (v) subject to Section 5case may be), and any certificates representing such Stock, and all rights and privileges of each Pledgor with respect to the Pledged Securities dividends, distributions, cash, instruments and other property referred or proceeds from time to time received, receivable or otherwise distributed in clauses respect of or in exchange for any or all of such Stock;
(i)c) such Pledgor’s Pledged Interests and the certificates representing such Pledged Interests, (ii)if any, (iii) and (iv) above (including, without limitation, (i) all collateral granted of such Pledgor’s rights, powers and remedies under each Operating Agreement relating to such Pledged Interests, and (ii) any rights to properties, assets, distributions, liquidating distributions and allocations of profits and losses in respect of such Pledged Interests;
(d) any additional limited liability company membership interests or other equity interests of a Pledged Entity or other options or rights with respect to any such interests from time to time acquired by any Pledgor in any manner (which interests shall be deemed to be part of the Pledged Interests), and all distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Interests;
(e) such Pledgor’s Pledged Indebtedness and the promissory notes or instruments evidencing such Pledged Indebtedness, and all interest, cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of such Pledged Indebtedness; and
(f) all additional Indebtedness arising after the date hereof and owing to such Pledgor or for the benefit (which Indebtedness shall be deemed to be part of such Pledgor as security for Pledgor’s Pledged Indebtedness) and evidenced by promissory notes or other instruments, together with such promissory notes and instruments, and all interest, cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of such Pledged Indebtedness. Notwithstanding the foregoing, “Pledged Debt Securities); and (vi) all proceeds of Collateral” shall not include any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Excluded Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests as such term is defined in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingSecurity Agreement.
Appears in 1 contract
Samples: Pledge Agreement (Asta Funding Inc)
Pledge. (a) As security for the payment and or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates assigns and transfers pledges to the Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such Pledgor’s right, title and interest now in, to and under (a) the Equity Interests directly owned or at by it (which such Equity Interests constituting Pledged Stock shall be listed on Schedule III) and any time hereafter acquired other Equity Interests obtained in the future by such Pledgor or in which such Pledgor now has or at and any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, certificates representing all such Equity Interests (collectively, the “Pledged Equity SecuritiesStock”); provided that the Pledged Equity Securities Stock shall not include more than 65% (i) any Equity Interests owned on or acquired after the Closing Date (other than, in the case of shareholder agreements or other contractual obligations, (x) Equity Interests in the Borrower or (y) in the case of any person which is a Wholly-Owned Subsidiary, Equity Interests in such person) in accordance with this Agreement if, and to the extent that, and for so long as doing so would violate applicable law or regulation or a shareholder agreement or other contractual obligation (in each case, after giving effect to Section 9-406(d), 9-407(a), 9-408 or 9-409 of the issued New York UCC and outstanding voting other applicable law or similar provisions in similar codes, statutes or laws in other jurisdictions (the “Anti-Non-Assignment Clauses”)) binding on such Equity Interests of any Foreign Subsidiary; or (ii) all any Equity Interests as to which the Agent and the Borrower shall reasonably determine in writing that such Equity Interests shall be excluded from Collateral hereunder, (b)(i) the debt securities now or currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed on Schedule III), (ii) any debt securities in the future held by or issued to such Pledgor and (iii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities (collectively, the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (ivc) subject to Section 52.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other proceeds received in respect of, the Pledged Securitiessecurities referred to in clauses (a) and (b) above; (vd) subject to Section 52.06, all rights and privileges of each such Pledgor with respect to the Pledged Securities securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vie) all proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.
Appears in 1 contract
Pledge. (a) As security for the payment and performanceor performance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the its Secured Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates assigns and transfers pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such Pledgor’s right, title and interest in, to and under (whether now owned or at hereafter acquired):
(a) all Equity Interests directly owned by it (including those listed on Schedule II) and any time hereafter acquired other Equity Interests obtained in the future by such Pledgor or in which such Pledgor now has or at and any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, certificates representing all such Equity Interests (any such Equity Interests, the “Pledged Equity SecuritiesStock”); provided that the Pledged Equity Securities Stock shall not include more than 65% any Excluded Securities or Excluded Property;
(b) (i) the debt obligations owed to such Pledgor listed opposite the name of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; such Pledgor on Schedule II, (ii) all other debt securities now obligations existing on the Closing Date or in the future held by or issued to such Pledgor Pledgor, and (iii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities obligations (the “Pledged Debt Securities” andproperty described in clauses (b)(i), together with the Pledged Equity Securities(ii) and (iii) above, the “Pledged SecuritiesDebt”); provided that the Pledged Debt shall not include any Excluded Securities or Excluded Property;
(iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (ivc) subject to Section 52.6, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of the Pledged Securities; Stock and the Pledged Debt;
(vd) subject to Section 52.6, all rights and privileges of each such Pledgor with respect to the Pledged Securities Stock, Pledged Debt and other property referred to in clauses clause (i), c) above; and
(ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vie) all proceeds Proceeds of any of the foregoing (the items Pledged Stock, Pledged Debt and other property referred to in this clause (e) and in clauses (ic) through and (vid) above being collectively referred to as the “Pledged Collateral”). “Equity Interests” means ; provided that the Pledged Collateral shall not include any Excluded Securities or Excluded Property; TO HAVE AND TO HOLD, the Pledged Collateral together with all right, title, interest, powers, privileges and all shares of capital stockpreferences pertaining or incidental thereto, partnership interestsunto the Collateral Agent, membership interests in a limited liability companyits successors and permitted assigns, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling for the holder thereof to purchase or acquire any benefit of the foregoingSecured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Samples: Credit Agreement (Centurylink, Inc)
Pledge. (a) As security for the payment Parent hereby pledges and performance, as the case may be, in full of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, Lender a continuing security interest in, the following (the “Pledged Collateral”):
(a) all of such Pledgor’s rightthe shares of the capital stock, title membership interests, partnership interests and interest all other equity interests of each corporation, limited liability company, partnership or other legal entity (collectively, the “Issuers” and each, an “Issuer”), other than the shares in excess of 65% of the capital stock, membership interests, partnership interests and all other equity interests of any Issuer that is a Foreign Subsidiary, now owned or at any time hereafter acquired by Parent (all such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing owned or hereafter organizedacquired shares of capital stock, together with its interest in membership interests, partnership interests and all other equity interests, collectively, the property “Pledged Shares”), including, without limitation, the shares of each such Person, its interest in the capital stock of each such PersonCC Holdings described on Schedule 1, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing such Pledged Shares, and all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments securities, instruments, rights and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and Shares;
(vib) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all additional shares of capital stock, partnership membership interests, membership partnership interests in a limited liability company, beneficial interests in a trust or and all other equity ownership interests acquired by Parent in a Personany manner, and any the certificates, if any, representing such additional shares of capital stock, membership interests, partnership interests and all other equity interests (any such additional shares of capital stock, membership interests, partnership interests and all other equity interests will constitute part of the Pledged Shares under and as defined in this Agreement), and all dividends, cash, instruments, subscription warrants, options or securities and any other rights entitling the holder thereof and options and other property from time to purchase time received, receivable or acquire otherwise distributed in respect of or in exchange for any or all of such additional shares of capital stock, membership interests, partnership interests and all other equity interests; and
(c) all other property hereafter delivered to Lender in substitution for, as proceeds of, or in addition to any of the foregoing, all certificates, instruments and documents representing or evidencing such 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. Within 5 Business Days of any acquisition by Parent of any such additional shares of capital stock, membership interests, partnership interests and other equity interests, Parent will execute and deliver to Lender a pledge supplement in the form of Exhibit 1 (a “Pledge Supplement”), provided, that the failure of Parent to deliver any such Pledge Supplement required hereby will not affect the foregoing pledge and grant of security interest in any such additional shares of capital stock, membership interests, partnership interests and other equity interests required to be described therein. The Pledged Shares described on any Pledge Supplement will be deemed to also update Schedule 1.
Appears in 1 contract
Samples: Securities Pledge Agreement (American BioCare, Inc.)
Pledge. (a) As security for the full payment or performance when due (whether at stated maturity, by acceleration or otherwise) of any and performance, as the case may be, in full all of the ObligationsSenior Debt now existing or hereafter arising, each the Pledgor hereby grants, mortgages, pledges, hypothecates pledges and transfers collaterally assigns to and creates in favor of the Administrative Collateral Agent, its successors and assignsa lien on (the "SECURITY INTEREST") in all estate, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such of the Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in and under the future held by or issued to such Pledgor in corporationsfollowing collateral, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedacquired (the "LLC COLLATERAL"):
(i) the ownership interests in the Company and to the extent any of the following shall now or hereinafter exist any certificates identified in Annex I hereto and all other ownership interests of whatever class in the Company, now or hereafter owned by the Pledgor, in each case together with its interest in the property of each such Personcertificates evidencing the same (collectively, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”"PLEDGED INTERESTS"); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; ;
(ii) all debt securities to the extent any of the following shall now or hereafter exist, all shares, securities, moneys or property representing a dividend on any of the Pledged Interests, or representing a distribution or return of capital upon or in respect of the future held by Pledged Interests (a "DIVIDEND"), or resulting from a split-up, revision, reclassification or other like change of the Pledged Interests or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” andholders of, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, the Pledged Interests; provided, however, that such Security Interest in exchange for any Dividend shall not apply to, or upon to the conversion extent such Security Interest is then existing, shall be released without any notice or required action from, such Dividend once such Dividend is distributed from the Distribution Account in accordance with the terms of the Pledged Securities; (v) subject to Section 5, all rights Collateral Agency Agreement and privileges is no longer an asset of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), Company;
(iii) and without affecting the obligations of the Pledgor or the Company under any provision prohibiting such action hereunder, in the event of any consolidation or merger in which the Company is not the surviving entity, all shares owned by the Pledgor of each class of the capital stock of the successor entity formed by or resulting from such consolidation or merger;
(iv) above (to the extent not included in the foregoing, all proceeds, products and accessions of and to any and all of the foregoing, including, without limitation, all collateral granted to such Pledgor "proceeds," as defined in the Uniform Commercial Code of the State of New York (the "UCC"), including whatever is received upon any collection, exchange, sale or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds other disposition of any of the foregoing (LLC Collateral, and any property into which any of the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stockLLC Collateral is converted, partnership interests, membership interests in a limited liability company, beneficial interests in a trust whether cash or other equity ownership interests in a Personnoncash proceeds, and any and all warrants, options other amounts paid or other rights entitling the holder thereof to purchase payable under or acquire in connection with any of the foregoingLLC Collateral; it being understood that the Security Interest in the proceeds, products and accessions of and to any LLC Collateral shall not apply to, or to the extent such Security Interest is then existing, shall be released without any notice or required action from, such LLC Collateral once such LLC Collateral is distributed from the Distribution Account in accordance with the terms of the Collateral Agency Agreement and is no longer an asset of the Company.
(b) This Pledge Agreement secures, in accordance with the provisions hereof, the Senior Debt.
(c) The Collateral Agent and the Pledgor acknowledge and agree that remedies, if any, that may be exercised from time to time hereunder during the continuance of a Trigger Event under the Collateral Agency Agreement, will be exercised by the Collateral Agent subject to, and in accordance with, the terms of the Collateral Agency Agreement.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations of such Pledgor and for the payment and performance, as the case may be, purposes set forth in full of the ObligationsSection 1 hereof, each Pledgor hereby grants(i) grants to the Pledgee a security interest in all of the Collateral owned by such Pledgor, (ii) pledges and deposits as security with the Pledgee, the Securities owned by such Pledgor on the date hereof, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank by such Pledgor in the case of Notes and accompanied by undated stock powers duly executed in blank by such Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of Stock, or such other instruments of transfer as are reasonably acceptable to the Pledgee, (iii) assigns, transfers, hypothecates, mortgages, pledges, hypothecates charges and transfers sets over to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, Pledgee a continuing security interest in, in all of such Pledgor’s 's right, title and interest now owned in and to such Securities (and in and to the certificates or at instruments evidencing such Securities), to be held by the 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 time hereafter acquired by certificates or instruments evidencing such Pledgor or partnership interests, duly endorsed in which blank) and all of such Pledgor now has or at any time in the future may acquire any Pledgor's right, title or and interest inin each Pledged Partnership including, to or under: without limitation:
(i) Equity Interests all of the capital thereof and its interest in all profits, losses, Partnership Assets (as defined below) now 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 in the future held by or issued to become due to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation respect of any such PersonCollateral, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(iv) all present and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificatesfuture claims, if any, representing all of such Equity Interests Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (iiv) all debt securities now 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 future held by or issued to name of such Pledgor and the promissory notes in respect of such Partnership Interest and any other instruments evidencing such debt securities Pledged Partnership, to make determinations, to exercise any election (the “Pledged Debt Securities” andincluding, 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 Pledged Equity Securitiesforegoing 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 “Pledged Securities”); foregoing;
(iiivi) all other property that may be hereafter delivered in substitution for or in addition to and held by any of the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5foregoing, all payments of principal certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, cash, instruments rights and other property at any time and from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon all thereof; and
(vii) to the conversion extent not otherwise included, all proceeds of any or all of the Pledged Securities; foregoing.
(vb) subject to Section 5As used herein, the term "Partnership Assets" shall mean all rights assets, whether tangible or intangible and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i)whether real, (ii), (iii) and (iv) above personal or mixed (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); partnership capital and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability companyother partnerships), beneficial interests in a trust at any time owned by any Pledged Partnership or other equity ownership interests in a Person, and represented by any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingPartnership Interest.
Appears in 1 contract
Samples: Credit Agreement (Doubletree Corp)
Pledge. (a) As security for the payment and performance, as the case may be, in full of the Obligations, each Pledgor The Grantor hereby grants, mortgages, pledges, hypothecates grants and collaterally assigns and transfers to the Administrative Collateral Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the CA Secured Parties, a continuing security interest in, all of such Pledgor’s its right, title and interest in and to all of the following personal property, in each case, wherever located and whether now owned or at any time hereafter acquired by such Pledgor the Grantor or in which such Pledgor the Grantor now has or at any time in the future may acquire any right, title or interest in(collectively, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). , as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations under the ABL Credit Agreement (the “Equity Secured Obligations”):
(i) the Pledged LLC Interests” means ;
(ii) to the extent not otherwise included, all rights of any nature whatsoever in respect of the foregoing, including without limitation, all voting rights and economic rights of the Grantor in the Borrower; and
(iii) any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any Proceeds of the foregoing.
(b) Notwithstanding anything to the contrary in the Loan Documents, the Grantor shall not be required pursuant to this Agreement, to take any action to perfect the security interests granted by this Agreement by any means other than by filings pursuant to the UCC in the office of the Secretary of State (or similar central filing office) of the relevant State or elsewhere as required by the UCC.
(c) Notwithstanding anything herein to the contrary, (i) the Grantor shall remain liable for all of its obligations in respect of the Collateral (including any agreement included therein) and nothing contained herein is intended or shall be a delegation of duties to the Collateral Agent or any other CA Secured Party, (ii) the Grantor agrees to indemnify and hold harmless the Collateral Agent and the CA Secured Parties from and against any and all liability for performance under each contract, agreement or instrument relating to the Collateral, (iii) the Grantor shall remain liable under each of its agreements included in the Collateral, and shall perform all of its obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Collateral Agent nor any other CA Secured Party shall have any obligation or liability under any of such agreements or any obligation or liability under any other Collateral by reason of or arising out of this Agreement nor shall the Collateral Agent nor any other Person have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral and (iv) the exercise by the Collateral Agent of any of its rights hereunder shall not release the Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral. US-DOCS\149536231.6
Appears in 1 contract
Pledge. (a) As collateral security for the payment and performance, as the case may be, in full performance when due of all of the Secured Obligations, each Pledgor Pledgor, jointly and severally, hereby grants, mortgages, pledges, hypothecates and transfers to the Administrative Agent, its successors and assigns, transfers and hereby grants to Agent for its benefit and the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured PartiesLenders, a continuing first priority security interest in, in and to all of such Pledgor’s the right, title and interest now owned or at any time hereafter acquired by of such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in and under the future held by or issued to such Pledgor in corporationsfollowing property, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedacquired (collectively, the "PLEDGED COLLATERAL"): UTI - PLEDGE AGREEMENT
(a) all of the issued and outstanding shares of capital stock of Holding, NDS, NDM, IPSCO, UWSI, UHRB, SDC, UTI Canada, and Phelps Drilling described on Schedule A hereto (the "PLEDGED XXXXX") (which are and shall, subject to Section 4(b) hereof, remain at all times until this Agreement terminates, certificated shares), including the certificates representing the Pledged Stock and any interest of Parent in the entries on the books of any financial intermediary pertaining to the Pledged Stock;
(b) all additional shares of capital stock of any issuer of the Pledged Stock from time to time acquired by any Pledgor in any manner (which are and shall, subject to Section 4(b) hereof, remain at all times until this Agreement terminates, certificated shares) (which shares shall, upon acquisition, be deemed to be part of the Pledged Stock), including the certificates representing such additional shares and any interest of any Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares;
(c) all partnership interests in (i) PUDC, LSM, ADF, PPLP and PPTC owned by Patterson LP and Patterson GP, (ii) PUDCW and PUDCS owned by XXXX xxx Xxttersxx XX0, (xxx) UTIMS and UTI owned by Holding and UHRB, xxx (xx) NDLP owned by NDS and Norton GP, together with its interest all rights, privileges, authority axx xxxxxx of such Pledgors in the property of each such Personand to PUDC, its interest in the capital of each such PersonLSM, its right to receive distributions from each such PersonADF, whether in cash or other propertyPPLP, PPTC, PPDCW, PPDCS, UTIMS, UTI, and whether during NDLP (collectively, the continuance "Partnerships") or under the Agreements of or on account Limited Partnership of the liquidation of any such PersonPartnerships (the "PARTNERSHIP AGREEMENTS") (collectively, and all of its rights under each certificate or articles of incorporationthe "INITIAL PLEDGED PARTNERSHIP INTERESTS"), bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, instruments and agreements, if any, representing all such Equity Interests the Initial Pledged Partnership Interests;
(the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (iid) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as all of the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company(1) of Patterson GP and Patterson LP owned by Parent, beneficial interests in a trust or other equity ownership interests in a Person(2) xx Xxxxxxxxx GP2 owned xx XXXC, and any and all warrants, options or other rights entitling (3) of Norton GP oxxxx xx XDS (the holder thereof to purchase or acquire any of the foregoing."Initial Pledged Memberxxxx Xxxxrests");
Appears in 1 contract
Pledge. (a) As security for the payment and performance, as the case may be, performance in full of the Obligations, each Pledgor does hereby grantsgrant, mortgagespledge, pledgeshypothecate, hypothecates mortgage, charge and transfers assign to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, Agent for the ratable benefit of the Secured Parties, and does hereby grant and create a continuing security interest in favor of the Administrative Agent for the benefit of the Secured Parties in, all of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in and to the future may acquire any rightfollowing, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedfrom time to time acquired (collectively, together with its interest the “Collateral”):
(i) all of the 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 (and all certificates or instruments evidencing such Securities);
(ii) each Collateral Account, including any and all assets of whatever type or kind deposited in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Personany Collateral Account, whether in cash now owned or other propertyhereafter acquired, and whether during the continuance of existing or on account of the liquidation arising (including, without limitation, all Financial Assets, monies, checks, drafts, Instruments 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 PersonCollateral Account, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any investments and all certificates and other organizational document or similar agreement of each such Person and the certificatesinstruments (including depository receipts, if any) from time to time representing or evidencing the same, representing and all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” anddividends, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividendsdistributions, cash, instruments cash and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (iforegoing), (ii), ;
(iii) all of such Pledgor’s (x) Partnership Interests and all of such Pledgor’s right, title and interest in each Pledged Partnership, (y) Membership Interests and all of such Pledgor’s right, title and interest in each Pledged LLC and (ivz) above (Trust Interests and all of such Pledgor’s right, title and interest in each Pledged Trust, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, all collateral granted losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests, Membership Interests and/or Trust Interests;
(b) all other payments due or for the benefit to become due such Pledgor in respect of such Partnership Interests, Membership Interests and/or Trust Interests, whether under any partnership agreement, limited liability company agreement, 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 partnership agreement, limited liability company agreement or trust agreement, or at law, or otherwise in respect of such Partnership Interests, Membership Interests, Trusts Interests, Pledged Partnership, Pledged LLC and/or Pledged Trust;
(d) all present and future claims, if any, of such Pledgor as security against each Pledged Partnership, Pledged LLC and Pledged Trust for the Pledged Debt Securities); and moneys loaned or advanced, for services rendered or otherwise;
(vie) all proceeds of such Pledgor’s rights under any partnership agreement, limited liability company agreement, trust agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the foregoing (Partnership Interests, the items referred Membership Interests and/or the Trust Interests, including any power to in clauses (i) through (vi) above being collectively referred terminate, cancel or modify any partnership agreement, any limited liability company agreement or any trust agreement, to as the “Collateral”). “Equity Interests” means execute any instruments and to take any and all shares other action on behalf of capital stockand in the name of such Pledgor in respect of any Partnership Interests, partnership interests, membership interests in a limited liability company, beneficial interests in a trust Membership Interests or other equity ownership interests in a Person, Trust Interests and any Pledged Partnership, Pledged LLC or Pledged 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 all warrantsauthority to demand, options receive, enforce or other rights entitling the holder thereof to purchase or acquire collect any of the foregoing, 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;
(iv) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and
(v) all Proceeds of any and all of the foregoing.
Appears in 1 contract
Samples: Pledge Agreement (Corporate Property Associates 16 Global Inc)
Pledge. (a) As security for the payment and or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates assigns and transfers pledges to the Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such Pledgor’s right, title and interest now in, to and under:
(a) the Equity Interests directly owned or at by it (which such Equity Interests constituting Pledged Stock on the date hereof shall be listed on Schedule III) and any time hereafter acquired other Equity Interests obtained in the future by such Pledgor or in which such Pledgor now has or at and any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, certificates representing all such Equity Interests (the “Pledged Equity SecuritiesStock”); provided that the Pledged Equity Securities Stock shall not include more than 65% of any Excluded Securities or Excluded Property;
(b) (i) the debt securities currently issued and outstanding voting Equity Interests of to any Foreign Subsidiary; Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed on Schedule III), (ii) all any debt securities now or in the future held by or issued to such Pledgor and (iii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); provided that the Pledged Debt Securities shall not include any Excluded Securities or Excluded Property;
(iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (ivc) subject to Section 53.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other proceeds received in respect of, the Pledged Securities; securities referred to in clauses (va) and (b) above;
(d) subject to Section 53.06, all rights and privileges of each such Pledgor with respect to the Pledged Securities securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above above; and
(including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vie) all proceeds of any of the foregoing (the items referred to in clauses (ia) through (vid) above being collectively referred to as the “Pledged Collateral”); provided that the Pledged Collateral shall not include any Excluded Securities or Excluded Property. Notwithstanding anything else to the contrary, in the event that Rule 3-10 (“Rule 3-10”) or Rule 3-16 (“Rule 3-16”) of Regulation S-X under the Securities Act of 1933, as amended, as amended, modified or interpreted by the Securities Exchange Commission (“SEC”), would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of the Borrower or any Subsidiary of the Borrower due to the fact that such Person’s Equity Interests” means Interests secure any Series of the Other First Lien Obligations affected thereby then the Equity Interests of such Person (the “Regulation S-X Excluded Collateral”) will automatically be deemed not to be part of the Collateral securing such Series of Other First Lien Obligations affected thereby, but only to the extent necessary to not be subject to such requirement and all shares 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 capital stockany Secured Party, partnership intereststo the extent necessary to release the Lien on the Regulation S-X Excluded Collateral in favor of the Agent with respect only to the relevant Series of Other First Lien Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, membership interests modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Regulation S-X Excluded Collateral to secure the Other First Lien Obligations in a limited liability company, beneficial interests in a trust excess of the amount then pledged without the filing with the SEC (or any other equity ownership interests in a Governmental Authority) of separate financial statements of such Person, and any and all warrants, options or other rights entitling then the holder thereof Equity Interests of such Person will automatically be deemed to purchase or acquire any be a part of the foregoingCollateral for the relevant Series of Other First Lien Obligations. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, nothing in this paragraph shall limit the pledge of such Equity Interests and other securities from securing the Secured Obligations (other than the relevant Series of Other First Lien Obligations) at all relevant times or from securing any Other First Lien Obligations that are not in respect of securities subject to regulation by the SEC. To the extent any proceeds of any collection or sale of Equity Interests deemed by this paragraph to no longer constitute part of the Collateral for the relevant Series of Other First Lien Obligations are to be applied by the Agent in accordance with Section 5.02 hereof, such proceeds shall, notwithstanding the terms of Section 5.02 and the First Lien Intercreditor Agreement, not be applied to the payment of such Series of Other First Lien Obligations. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. (a) As security for the payment and performance, as the case may be, in full of the Obligations, each Each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers pledges to the Administrative Agent, for its successors benefit and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured PartiesLenders, and grants to Agent, for its benefit and the benefit of the Lenders, a continuing first priority and perfected security interest in, all of such Pledgor’s its right, title and interest now owned or at in and to the following (collectively, the "Pledged Collateral"):
(a) the Pledged Shares and any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in certificates representing the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such PersonPledged Shares, and all products and proceeds of its rights under each certificate or articles any of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” andShares, together with the Pledged Equity Securitiesincluding, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5without limitation, all payments of principal or interest, dividends, cash, instruments instruments, subscriptions, warrants and any other rights and options and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged Securities; Shares;
(vb) subject all additional shares of stock, membership interests, limited liability company interests, and partnership interest of, or other equity interest in, any other Person (which shall be an "Issuer" under and as defined in this Pledge Agreement) from time to Section 5time acquired by such Pledgor in any manner, and all rights and privileges certificates representing such additional shares (any such additional shares shall constitute part of each Pledgor with respect to the Pledged Securities Shares under and other property referred to as defined in clauses (ithis Pledge Agreement), (ii)and all products and proceeds of any of such additional Pledged Shares, (iii) and (iv) above (including, without limitation, all dividends, distributions, cash, instruments, subscriptions, warrants and any other rights and options and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional Pledged Shares;
(c) all voting rights in respect of the Pledged Shares and all rights to manage and administer the business of the Issues, together with all other rights and interests arising out of or related to the interests in the Pledged Shares;
(d) the Pledged Notes and the instruments representing the Pledged Notes and any collateral granted to security at any time held by such Pledgor for any such Pledged Note, and all products and proceeds of the Pledged Notes, including, without limitation, all interest and principal payments, instruments, and other property from time to time received, receivable or for the benefit otherwise distributed in respect of such Pledgor as security or in exchange for the Pledged Debt Securities); and Notes;
(vie) all additional promissory notes from time to time held by such Pledgor in any manner, and the instruments representing such additional promissory notes (any such additional promissory notes shall constitute part of the Pledged Notes under and as defined in this Pledge Agreement) and all products and proceeds of any such additional promissory notes, including, without limitation, all interest and principal payments, instruments, and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such additional promissory notes together with the foregoing Pledged Notes, the "Pledged Debt"; and
(the items referred to in clauses (if) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means all other claims of any kind or nature and all shares of capital stockany instruments, partnership interestscertificates, membership interests in a limited liability company, beneficial interests in a trust chattel paper or other equity ownership interests writings evidencing such claims, whether in a Personcontract or tort and whether arising by operation of law, and consensual agreement or otherwise, at any and all warrants, options or other rights entitling the holder thereof to purchase or acquire time acquired by such Pledgor against any of the foregoing.its direct and indirect Subsidiaries;
Appears in 1 contract
Pledge. (a) As security for the payment and or performance, as the case may be, in full of the Secured Obligations, each the Pledgor hereby transfers, grants, mortgagesbargains, pledgessells, hypothecates conveys, hypothecates, pledges sets over and transfers to delivers unto the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Collateral Agent, its successors and assigns, for its own benefit and the ratable benefit of the Secured other Credit Parties, and hereby grants to the Collateral Agent, its successors and assigns, for its own benefit and the benefit of the other Credit Parties, a continuing security interest in, in all of such the Pledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or and under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property :
2.1 all shares of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreementstock, limited liability company agreementmembership interests and other Equity Interests owned by the Pledgor, operating agreementincluding in each entity designated as an “Issuer” on Schedule I hereto, declaration and any shares of trust capital stock, limited liability company membership interests or any other organizational document or similar agreement of each such Person Equity Interests obtained in the future by the Pledgor, and the certificates, if any, stock certificates or other security certificates (as defined in the UCC) representing all such shares, membership interests or other Equity Interests (the “Pledged Equity Securities”)Interests; provided that the Pledged Equity Securities shall not include more than 65% no shares of the issued and outstanding voting capital stock, limited liability company membership interests or other Equity Interests of with respect to any Foreign Subsidiary; (ii) all debt securities CFC shall be now or in hereafter required to be pledged hereunder by the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) ;
2.2 all other property Investment Property that may be delivered to to, and held by by, the Administrative Collateral Agent pursuant to the terms hereof; (iv) ;
2.3 subject to Section 56, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributeddistributed or distributable, in respect of, or in exchange for or upon the conversion of for, the Pledged Securities; (v) Securities and other Investment Property referred to in clauses 2.1 and 2.2 above;
2.4 subject to Section 56, all rights and privileges of each the Pledgor with respect to the Pledged Securities and other property Investment Property referred to in clauses (i)2.1, (ii)2.2, (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities)2.3 above; and (vi) and
2.5 all proceeds of any of the foregoing (the items referred to in clauses (i) 2.1 through (vi) above 2.4 being collectively referred to as the “Pledged Collateral”). “Equity Interests” means any TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for its own benefit and the benefit of the other Credit Parties, until (i) the Commitments have expired or been terminated, (ii) all shares of capital stockthe Secured Obligations have been paid in full in cash or otherwise satisfied, partnership interests, membership interests (iii) all L/C Obligations have been reduced to zero (or fully cash collateralized in a limited liability companymanner reasonably satisfactory to the L/C Issuer and the Administrative Agent), beneficial interests in a trust and (iv) the L/C Issuer has no further obligation to issue Letters of Credit under the Credit Agreement; subject, however, to the terms, covenants and conditions hereinafter set forth. Upon delivery to the Collateral Agent pursuant to Section 3 of this Agreement, (a) all stock certificates or other equity ownership interests securities now or hereafter included in a Personthe Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request, and any and (b) all warrants, options or other rights entitling the holder thereof to purchase or acquire any Investment Property comprising part of the foregoingPledged Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered.
Appears in 1 contract
Samples: Pledge Agreement (Cost Plus Inc/Ca/)
Pledge. (a) As security for the payment and performance, as the case may be, in full of the Obligations, each Each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to the Administrative Agent, its successors and assigns, hypothecates, transfers, delivers and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured PartiesPledgee, a continuing security interest inin the following assets, properties and items ((i) whether now existing or hereafter existing, and (ii) whether consisting of investment property, accounts, payment intangibles or other general intangibles, or proceeds of any Pledged Collateral as hereafter defined (collectively the “Pledged Collateral”)): (i) all of such Pledgor’s rightequity interests in each Domestic Issuer and sixty-five percent (65%) of such Pledgor’s voting equity interests and one hundred percent (100%) of such Pledgor’s non-voting equity interests in each Foreign Issuer or one hundred percent (100%) of the equity in such Foreign Issuer if a guarantee of the Obligations by such issuer would not have an adverse U.S. Federal income tax consequence to such Pledgor, title and interest now owned or at any time hereafter acquired by such Pledgor or in which Pledgor, including, without limitation, such Pledgor now has or at any time Pledgor’s (A) interests in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts profits and other Persons in each case whether now existing or hereafter organized, together with its interest in the property losses of each such Personissuer, its interest in the capital (B) rights and interests to receive distributions of each such Person, its right to receive distributions from each such Person, whether in cash or other property, issuer’s assets and whether during the continuance of or on account of the liquidation of any such Person, properties and all of its (C) rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificatesinterests, if any, representing all to participate in the management of each such Equity Interests issuer related to such equity interests (collectively, the “Pledged Equity SecuritiesInterests”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; , (ii) all debt securities now or in the future held by or issued to rights, privileges, authority and powers of such Pledgor and as an owner or holder of the promissory notes and any other instruments evidencing limited liability company or membership interests or units of such debt securities (the “Pledged Debt Securities” andissuers/Pledgors as owners of such issuers, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be hereafter delivered to and held by to, or in the Administrative Agent pursuant possession or in the custody of, Pledgee in substitution for or in addition to the terms hereof; Pledged Interests, (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and any other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for in connection with the Pledged Debt Securities); Interests, as described in Section 4 below, now or hereafter delivered to, or in the possession or custody of Pledgor, and (viv) all proceeds of any the Pledged Collateral, as collateral security for:
(a) the prompt and complete payment when due in accordance with the terms of the Loan Documents (whether at the stated maturity, by acceleration or otherwise) of all the Obligations; and
(b) the due and punctual payment and performance by each Pledgor of its obligations and liabilities under, arising out of or in connection with this Agreement; (all of the foregoing (the items being referred to in clauses (i) through (vi) above being hereinafter collectively referred to as the “CollateralLiabilities”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.
Appears in 1 contract
Samples: Pledge Agreement (Global Telecom & Technology, Inc.)
Pledge. (a) As For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Pledgor hereby delivers, pledges, grants security for interests in and assigns to the payment Secured Party all of such Pledgor's right, title and performanceinterest in and to, whether now existing or hereafter coming into existence, the securities, shares of capital stock, warrants, options, partnership interests, member interests, and other equity and ownership interests now or hereafter standing in the name of or otherwise now or hereafter held legally or beneficially by such Pledgor (the "Ownership Interests") in any issuer (a "Company" and, collectively, the "Companies"), and all certificates (if any) representing or evidencing such Ownership Interests standing in such Pledgor's name, all such Ownership Interests as of the date hereof being more particularly described on Exhibit A attached hereto, and all other rights of such Pledgor under any and all agreements, including, without limitation, all right, title and interest (if any) of such Pledgor as a partner or director, as the case may be, to participate in full the operation or management of the Obligations, each any Company and all rights of such Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to the Administrative Agentproperty, its successors assets, partnership interests and assignsdistributions under the Organizational Documents, and hereby grants to the Administrative Agent, its successors all present and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all future rights of such Pledgor’s right, title and interest now owned Pledgor to receive payment of money or at any time hereafter acquired by such Pledgor other distributions or payments arising out of or in which such Pledgor now has or at any time in connection with the future may acquire any right, title or interest in, to or under: (i) Equity Ownership Interests (as defined below) now or in the future held by or issued to of such Pledgor in corporationsany Company and its rights under the Organizational Documents, partnerships, limited liability companies, trusts any and all other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, related agreements and whether during the continuance of or on account of the liquidation of any such Personall general intangibles relating thereto and proceeds resulting therefrom as collateral security, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities pledge of any Ownership Interests pursuant to the terms and conditions of the Organizational Documents or any other property referred to in clauses agreement or instrument, for (i), ) the payment and performance of all obligations of the Pledgors under the Credit Agreement; (ii)) the due and punctual payment of the Notes, (iii) as defined in the Credit Agreement and (iv) above (issued pursuant thereto, to the Secured Party, including, without limitation, all collateral granted to such interest payable on the Notes at the interest rates provided therein and in the Credit Agreement, regardless of the extent allowed as a claim in any proceeding in respect of the bankruptcy, reorganization or insolvency of any Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities(a "Reorganization"); (iii) the due and (vi) all proceeds punctual payment of any of the foregoing Pledgors' notes or instruments as may hereafter from time to time be issued in addition to, in place of, or in amendment of, the Notes under the Credit Agreement, including, without limitation, all interest payable on such notes or instruments at the interest rates provided therein, regardless of the extent allowed as a claim in any Reorganization; (iv) the items referred payment and performance of all indebtedness, liabilities and obligations of the Pledgors under the other Security Documents contemplated by the Credit Agreement; (v) the payment and performance of all obligations, indebtedness and liabilities of any of the Pledgors to in clauses (i) through the Secured Party under the other Security Documents contemplated by the Credit Agreement; (vi) above being collectively referred the performance of all of the obligations of each of the Pledgors to as the “Collateral”). “Equity Interests” means Secured Party contained in any of the Loan Documents contemplated by the Credit Agreement; and (vii) the payment of all shares other future advances and other obligations of capital stockany Pledgor to the Secured Party including, partnership interestswithout limitation any future loans and advances made to any Pledgor by the Secured Party prior to, membership interests in a limited liability company, beneficial interests in a trust during or other equity ownership interests in a Personfollowing any Reorganization, and any and all other indebtedness, liabilities and obligations of any Pledgor to the Secured Party of every kind and description, direct, indirect or contingent, now or hereafter existing, due or to become due (all of the foregoing hereinafter called the "Obligations").
(b) In the case of certificated securities, each Pledgor shall promptly pledge and deposit hereunder with the Secured Party, any stock or other certificates, warrants, options or other rights entitling to acquire a certificate of Ownership Interests acquired by such Pledgor in addition to the holder thereof securities referred to on Exhibit A attached hereto, whether by (i) new purchase or acquire (ii) new issuance or by declaration of a dividend or distribution with respect to, or a split of, or conversion of, any securities now or hereafter held in pledge (all in suitable form for transfer by delivery or accompanied by (a) duly executed instruments of transfer or assignments in blank, and (b) any required transfer tax stamps). Such stock or other certificate, equity securities, warrants, options, voting or other rights shall stand pledged and assigned as collateral security for the Obligations in the same manner as the property described in the first paragraph hereof and this paragraph. Nothing contained in this Section 1 shall be deemed to permit any issuances of debt or equity securities, exercise of rights, distributions, payments or other actions not otherwise permitted by the Credit Agreement. In the case of uncertificated securities, each Pledgor shall comply with the provisions of Section 2(h) hereunder and cause the lien on the Pledged Securities to be registered in the books and records maintained by the applicable Company. (All of the foregoingproperty described in the first paragraph hereof and this paragraph is hereinafter collectively called the "Pledged Securities".)
Appears in 1 contract
Pledge. (a) The following Liens on the Collateral are hereby granted:
1. As security for the payment and performance, as the case may be, in full of the First Priority Obligations, each Pledgor hereby transfers, grants, mortgagesbargains, sells, conveys, hypothecates, pledges, hypothecates sets over and transfers to delivers unto the Administrative Collateral Agent, its successors and assigns, and hereby grants to the Administrative Collateral Agent, its successors and assigns, for the ratable benefit of the First Priority Secured Parties, a continuing first priority security interest in, in all of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such in, to and under the Collateral.
2. As security for the payment and performance, as the case may be, in full of the Second Priority Obligations, Pledgor or hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Second Priority Secured Parties, a second priority security interest in which such Pledgor now has or at any time in the future may acquire any all of Pledgor’s right, title or and interest in, to or under: (i) Equity Interests (and under the Collateral.
3. As security for the payment and performance, as defined below) now or the case may be, in full of the future held by or issued Third Priority Obligations, Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to such Pledgor in corporationsthe Collateral Agent, partnershipsits successors and assigns, limited liability companiesfor the benefit of the Third Priority Secured Parties, trusts and other Persons in each case whether now existing or hereafter organized, together with its a third priority security interest in all of Pledgor’s right, title and interest in, to and under the property of each such PersonCollateral.
(b) Upon delivery to the Collateral Agent, its interest in the capital of each such Person(a) any stock certificates, its right notes required to receive distributions from each such Person, whether in cash be delivered pursuant to Section 2(b) or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or hereafter included in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities Collateral (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); ) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (iiib) all other property that may comprising part of the Collateral shall be delivered to and held accompanied by proper instruments of assignment duly executed by the Administrative applicable Pledgor and such other instruments or documents as the Collateral Agent pursuant may reasonably request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the terms hereof; (iv) subject to Section 5Collateral, together with all payments of principal or right, title, interest, dividendspowers, cashprivileges and preferences pertaining or incidental thereto, instruments unto the Collateral Agent, its successors and other property from time to time receivedassigns, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding any other provision hereof, if any Collateral constitutes Restricted Securities, then such Pledgor as security for Collateral shall not secure any Obligations constituting Exempted Indebtedness except to the Pledged Debt Securities)extent that such Obligations constitute Restricted Secured Indebtedness; and (vi) all proceeds of any of the foregoing (the items referred to in clauses provided that if (i) through any Existing Unsecured Debt is required to be secured by a Lien on such Collateral as a result of the operation of any negative pledge covenant in any indenture, agreement or instrument governing such Existing Unsecured Debt or (viii) above being collectively referred the Existing Unsecured Debt ceases to as be outstanding or no longer restricts the “Collateral”)ability of any Pledgor to pledge Restricted Securities without also securing the Existing Unsecured Debt, then the Obligations secured hereunder shall be equal to the maximum aggregate amount of Obligations then outstanding. “Equity Interests” means If any Collateral constitutes Restricted Securities any payments or repayments of the Obligations shall not be deemed to be applied against, or to reduce, the amount of Restricted Secured Indebtedness that may be secured hereby. Notwithstanding the foregoing, each Pledgor hereby affirms its prior grant of security interests under the Original Agreement for the benefit of the Second Priority Secured Parties and the Third Priority Secured Parties and it is expressly understood and agreed that all shares of capital stock, partnership security interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, assignment and any and all warrants, options or other rights entitling liens granted by the holder thereof to purchase or acquire any Pledgors for the benefit of the foregoingSecond Priority Secured Parties and the Third Priority Secured Parties in the Original Agreement are not terminated hereby, but continue and remain in full force and effect, subject to the terms and provisions hereof.
Appears in 1 contract
Pledge. (a) As security for the payment and performanceor performance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the its Secured Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates assigns and transfers pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such Pledgor’s right, title and interest in, to and under (whether now owned or at hereafter acquired):
(a) all Equity Interests directly owned by it (including those listed on Schedule II) and any time hereafter acquired other Equity Interests obtained in the future by such Pledgor or in which such Pledgor now has or at and any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, certificates representing all such Equity Interests (any such Equity Interests, the “Pledged Equity SecuritiesStock”); provided that the Pledged Equity Securities Stock shall not include more than 65% any Excluded Securities or Excluded Property;
(b) (i) the debt obligations owed to such Pledgor listed opposite the name of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; such Pledgor on Schedule II, (ii) all other debt securities now obligations existing on the Closing Date or in the future held by owed or issued to such Pledgor Pledgor, and (iii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities obligations (the “Pledged Debt Securities” andproperty described in clauses (b)(i), together with the Pledged Equity Securities(ii) and (iii) above, the “Pledged SecuritiesDebt”); provided that the Pledged Debt shall not include any Excluded Securities or Excluded Property;
(iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (ivc) subject to Section 52.6, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other Proceeds received in respect of, the Pledged Securities; Stock and the Pledged Debt;
(vd) subject to Section 52.6, all rights and privileges of each such Pledgor with respect to the Pledged Securities Stock, Pledged Debt and other property referred to in clauses clause (i), c) above; and
(ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vie) all proceeds Proceeds of any of the foregoing (the items Pledged Stock, Pledged Debt and other property referred to in this clause (e) and in clauses (ic) through (vid) above being collectively referred to as the “Pledged Collateral”). “Equity Interests” means ; provided that the Pledged Collateral shall not include any Excluded Securities or Excluded Property, TO HAVE AND TO HOLD, the Pledged Collateral together with all right, title, interest, powers, privileges and all shares of capital stockpreferences pertaining or incidental thereto, partnership interestsunto the Collateral Agent, membership interests in a limited liability companyits successors and permitted assigns, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling for the holder thereof to purchase or acquire any benefit of the foregoingSecured Parties, forever subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. (a) As security for the payment and performance, as the case may be, in full performance of all of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to the Administrative Agent, its successors and assigns, transfers and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, Agent a continuing security interest in, in all of such Pledgor’s rightrights, title titles and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest interests in, to or under: and under the following (collectively referred to herein as the “Collateral”):
(i) Equity Interests (as defined below) now All of the issued and outstanding shares of capital stock, membership interests or other ownership interests of each Company described in the future held Exhibit A attached hereto and all additional shares of capital stock, membership interests or other ownership interests of each Company from time to time acquired by or issued to such Pledgor in corporationsany manner (such shares of capital stock, partnerships, limited liability companies, trusts and membership interests or other Persons in each case whether now existing ownership interests being hereinafter referred to as the “Pledged Interests”);
(ii) All distributions or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Personpayments, whether in cash or other propertyin kind, and upon or in connection with the Pledged Interests, whether during the continuance of such distributions or on account of the liquidation payments are by reason of any such Persondividend, and all split, spinoff, merger or in partial or complete liquidation, or the result of its rights under each certificate or articles of incorporationreclassification, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust readjustment or any other organizational document or similar agreement of each such Person and changes in the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% capital structure of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; Companies or otherwise;
(iiiii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes All subscriptions, warrants, options and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together rights issued upon or in connection with the Pledged Equity Securities, the “Pledged Securities”)Interests; (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; and
(iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion All proceeds of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to foregoing items described in clauses (i), (ii), ) and (iii) above.
(b) All certificates or instruments representing or evidencing the Collateral shall be delivered to, and (iv) above (includingheld by or on behalf of, without limitationthe Agent pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by, as applicable, Pledgor’s endorsement where necessary, or appropriate stock powers or other instruments of transfer or assignment in blank, all collateral granted in form and substance satisfactory to such Pledgor or for the benefit Agent.
(c) Neither the Agent nor the Lenders shall have any duty with respect to any of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds Collateral other than the duty to use reasonable care in the safe custody of the Collateral in the Agent’s possession. Without limiting the generality of the foregoing, neither the Agent nor the Lenders shall be under any obligation to take any steps necessary to preserve the value of any of the foregoing Collateral or to preserve rights in the Collateral against any other Persons, but may do so at the Agent’s reasonable discretion, and all expenses incurred in connection therewith shall be for the sole account of the Borrowers.
(d) If necessary, in the items referred opinion of the Agent, for the better protection of the Agent’s and the Lenders’ rights in and to in clauses (i) through (vi) above being collectively referred the Collateral and to facilitate implementation of such rights, Pledgor shall, upon the request of the Agent made at any time following delivery of the Collateral to the Agent, cause all the Collateral to be transferred, registered or otherwise put into the name of the Agent or such nominee or nominees as the “Collateral”)Agent shall from time to time direct. “Equity Interests” means To that end, if the Agent transfers all or any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any portion of the foregoingCollateral into its name or the name of its nominee or nominees, the Agent shall, upon the request of Pledgor, unless an Event of Default shall have occurred and be continuing, execute and deliver or cause to be executed and delivered to Pledgor, proxies with respect to the Pledged Interests and deliver to Pledgor all dividends and other distributions paid with respect to the Pledged Interests.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations and for the payment purposes set forth ------ in Section 1, each Pledgor hereby:
(i) grants and performancepledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interests, as the case may be, in full or such other instruments of transfer as are acceptable to the ObligationsPledgee;
(iii) assigns, each Pledgor hereby grantstransfers, hypothecates, mortgages, pledges, hypothecates charges and transfers sets over to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, Pledgee all of such Pledgor’s 's right, title and interest now owned in and to such Securities (and in and to all certificates or instruments evidencing such Securities), to be held by the Pledgee, upon the terms and conditions set forth in this Agreement;
(iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interest and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interest and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time hereafter acquired by be entitled in respect of such Pledgor Partnership Interest and/or Membership Interest;
(b) all other payments due or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued become due to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property respect of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such PersonPartnership Interest and/or Membership Interest, whether in cash or other property, and whether during the continuance of or on account of the liquidation of under any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreementagreement or otherwise, operating agreementwhether as contractual obligations, declaration damages, insurance proceeds or otherwise;
(c) all of trust or any other organizational document or similar agreement of each such Person its claims, rights, powers, privileges, authority, options, security interest, liens and the certificatesremedies, if any, representing under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interest and/or Membership Interest;
(d) all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% present and future claims, if any, of the issued Pledgor against any Pledged Partnership and outstanding voting Equity Interests any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interest and/or Membership Interest, including any power to terminate, cancel or modify any 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 name of such Pledgor in respect of any Foreign Subsidiary; (ii) all debt securities now Partnership Interest or in the future held by or issued to such Pledgor and the promissory notes Membership Interest and any other instruments evidencing such debt securities Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (the “Pledged Debt Securities” andincluding, 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 Pledged Equity Securitiesforegoing, 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 “Pledged Securities”); foregoing;
(iiif) all other property that may be hereafter delivered in substitution for or in addition to and held by any of the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5foregoing, all payments of principal certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, cash, instruments rights and other property at any time and from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities)thereof; and (vig) to the extent not otherwise included, all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and or all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.
Appears in 1 contract
Pledge. (a) As collateral security for the payment and performance, as performance when due of all the case may be, in full of the Secured Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to the Administrative Agent, its successors and assigns, transfers and hereby grants to the Administrative Agent, Trustee for its successors benefit and assigns, for the ratable benefit of the Secured Parties, a continuing first priority security interest in, in and to all of such Pledgor’s the right, title and interest now owned or at any time hereafter acquired by such of Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in and under the future held by or issued to such Pledgor in corporationsfollowing property, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedacquired of such Pledgor (collectively, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and "PLEDGED COLLATERAL"):
(a) all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests Capital Stock of each Person described under such Pledgor's name in SCHEDULE I hereto (the "PLEDGED SHARES") (which are and shall remain at all times until this Agreement terminates, certificated shares), including the certificates representing the Pledged Shares and any interest of such Pledgor in the entries on the books of any Foreign Subsidiary; financial intermediary pertaining to the Pledged Shares all of the foregoing together with stock powers endorsed in blank for each share;
(iib) all debt additional shares of Capital Stock, or options, warrants or other rights to acquire Capital Stock, of any issuer of the Pledged Shares from time to time acquired by such Pledgor in any manner (which, if certificated, shall remain at all times until this Agreement terminates, certificated securities) (which shares shall be deemed to be part of the Pledged Shares), including the certificates representing such additional securities now or and any interest of such Pledgor in the future held by or issued entries on the books of any financial intermediary pertaining to such Pledgor and additional securities all of the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, foregoing together with the Pledged Equity Securities, the “Pledged Securities”); stock powers endorsed in blank for each share;
(iiic) all other property that may be delivered to so long as a Default or an Event of Default shall have occurred and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5is continuing, all payments of principal or interest, dividends, cashdistributions, instruments returns of capital and other property from time to time received, receivable or otherwise distributed, distributed to such Pledgor in respect of, of or in exchange for any or upon the conversion all of the Pledged Securities; Shares (v) subject to Section 5collectively, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities"DISTRIBUTIONS"); and and
(vid) all proceeds Asset Sale Proceeds from an Asset Sale of any of the foregoing (the items referred to in clauses until (i) through such cash and Cash Equiva- lents are applied (viA) above being collectively referred to rxxxx Indebtedness in accordance with Section 4.17 of the Indenture, (B) to an investment pursuant to clause (iii)(b) of the first paragraph of Section 4.17 of the Indenture or (C) to repurchase Notes pursuant to an Excess Proceeds Offer in accordance with Section 4.17 of the Indenture or (ii) such Asset Sale Proceeds are no longer required to be applied to such uses pursuant to Section 4.17 of the Indenture.
(e) the Trustee shall invest such Distributions as directed in writing by a majority of the “Collateral”Noteholders in Permitted Investments (as defined in the Indenture). “Equity Interests” means The Trustee shall not be responsible for any and all shares loss that results from making an investment in accordance with these instructions including any loss of capital stockprincipal, partnership interests, membership interests in a limited liability company, beneficial interests in a trust interest or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingpenalty.
Appears in 1 contract
Samples: Securities Pledge Agreement (Acme Intermediate Holdings LLC)
Pledge. (a) As collateral security for the payment due and performancepunctual performance of the Mandatory Redemption Obligation, subject to the terms and conditions of that certain Subordination Agreement dated as of the date hereof (the "Subordination Agreement") among Pledgor, Pledgee and PNC Bank, National Association (the "Agent"), in its capacity as administrative and collateral agent under that certain Revolving Credit and Security Agreement dated March 14, 2000, as amended, among Agent, the various lenders from time to time a party thereto, Pledgor and the various other borrowers thereunder, as the case same may behereafter be amended, superseded or replaced (the "PNC Credit Agreement"), and all related waivers and consents, pursuant to which Pledgee has agreed to subordinate its security interest in full the Collateral to the security interest of the ObligationsAgent and the other lenders party to the PNC Credit Agreement, each Pledgor hereby grants, mortgages, pledges, hypothecates hypothecates, transfers, sets over, delivers and transfers to the Administrative Agent, its successors and assignsassigns unto Pledgee, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, Pledgee a continuing security interest inin the following:
(a) the Stock and the certificates representing the Stock, and all of such Pledgor’s rightcash, title securities and interest now owned or other property at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect ofof or in exchange for all or any portion of the Stock; and
(b) all securities hereafter delivered to Pledgee by Pledgor in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such securities, together with all interest, cash, securities and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for or upon the on conversion of the Pledged Securities; any or all thereof (v) subject to Section 5all such Stock, all rights and privileges of each Pledgor with respect to the Pledged Securities indebtedness, shares, certificates, interest, cash, securities, proceeds and other property referred to received, receivable or otherwise distributed in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds respect of any or all thereof being included within the definition of "Collateral" for purposes of this Agreement). TO HAVE AND TO HOLD the Collateral, together with all rights, titles, interests, privileges and preferences appertaining or incidental thereto, unto Pledgee, its successors and assigns, forever, subject, however, to the terms, covenants and conditions hereinafter set forth and the terms, covenants and conditions of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingSubordination Agreement.
Appears in 1 contract
Pledge. (a) As security for the payment The Pledgors hereby pledge, charge, and performance, as the case may be, in full of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers grant to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured PartiesCreditors, a continuing first priority security interest in, all of the following (collectively, the “Pledged Collateral”):
(a) the Pledged Shares and the certificates (if any) representing the Pledged Shares, and all dividends, distributions and other products or proceeds of the foregoing from time to time received or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares, it being understood that the term Pledged Shares shall include membership interests of limited liability companies whether or not such Pledgor’s rightmembership interests are evidenced by certificates; and
(b) any additional shares of stock or membership interests from time to time acquired by the Pledgors in any manner (which shares shall be deemed to be part of the Pledged Shares), title and the certificates representing such additional shares or membership interests, and all dividends, distributions and other products or proceeds from time to time received or otherwise distributed in respect of or in exchange for any or all of such stock or membership interests; and
(c) Notwithstanding the foregoing, the term “Pledged Collateral” (and any component definition thereof) shall not include (i) ownership interests in joint ventures and non-wholly-owned Subsidiaries to the extent that such ownership interests cannot be pledged without the consent of one or more non-Affiliate third parties, (ii) the stock or other ownership interest now owned by a Pledgor in any subsidiary or at affiliate of such Pledgor listed on Schedule “A” attached to the Security Agreement and any time subsidiary or affiliate hereafter acquired by a Pledgor (each a “Debtor Insurance Affiliate”) which is an insurance company regulated by the laws of any jurisdiction which prohibits or restricts the pledge of such Pledgor or ownership interest, (iii) Capital Stock in which such Pledgor now has or at (A) any time Foreign Subsidiary other than, in the future may acquire any rightcase of a Foreign Subsidiary owned directly by a Pledgor, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued aggregate Capital Stock of such Foreign Subsidiary with ordinary voting power and outstanding 100% of the Capital Stock of such Foreign Subsidiary without ordinary voting Equity Interests power and (B) any Disregarded Domestic Subsidiary other than, in the case of a Disregarded Domestic Subsidiary owned directly by a Pledgor, 65% of the aggregate Capital Stock of such Disregarded Domestic Subsidiary with ordinary voting power and 100% of the Capital Stock of such Disregarded Domestic Subsidiary without ordinary voting power, (iv) any Capital Stock of any Foreign Subsidiary; (ii) all debt securities now or in the future Subsidiary held by or issued to such a Pledgor and (other than the promissory notes and any other instruments evidencing such debt securities Capital Stock of (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iiix) all other property that may be delivered to and LOTS held by Fortegra Financial and (y) Fortegra Financial held by Fortegra Group), but only for so long as Indebtedness under the Trust Preferred Indenture is outstanding, (v) any asset if the grant or perfection of a security interest is prohibited by applicable law; provided that if and when the prohibition which prevents the granting or perfection of a security interest is removed, terminated or otherwise becomes unenforceable as a matter of law, the Administrative Agent pursuant will be deemed to have had, and at all times to have had, a security interest in such property, (vi) the Capital Stock of South Bay Acceptance Corporation, if the grant or perfection of a security interest therein requires the consent, approval or authorization of any Governmental Authority, which consent, approval or authorization has not been received or obtained and (vii) any property acquired by any Loan Party if and to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments extent that the Administrative Agent and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of Borrowers shall have determined that the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above costs (including, without limitation, all collateral granted recording taxes and filing fees) of creating and perfecting a Lien on such property interests are excessive in relation to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any value of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingsecurity afforded thereby.
Appears in 1 contract
Pledge. (a) As security for the indefeasible payment and or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby grantspledges, hypothecates, assigns, charges, mortgages, pledgesdelivers, hypothecates and transfers to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such Pledgor’s right, title and interest in, to and under and whether direct or indirect, whether legal, beneficial, or economic, whether fixed or contingent and whether now or hereafter existing or arising (a)(i) all Equity Interests owned by it and issued by the Borrower, a Subsidiary Loan Party or at an Included Entity as of the Restatement Date; (ii) any time hereafter acquired other Equity Interests owned in the future by such Pledgor and issued by the Borrower, a Subsidiary Loan Party or in which an Included Entity; (iii) any certificates or other instruments representing all such Pledgor now has or at any time in the future may acquire any rightEquity Interests, title or interest if any; (iv) all rights in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, and under each limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership operating agreement, limited liability company agreement, operating agreement, declaration of trust or any bylaws and each other organizational document or similar agreement of each Pledged Interests Issuer; and (v) to the extent any Pledged Interest Issuer is a limited liability company or a limited partnership, as a member or partner, as applicable, of such Person and the certificatesPledged Interest Issuer (collectively, if anyeach subpart of clause (a), representing all such Equity Interests (the “Pledged Equity SecuritiesStock”); provided that Pledged Stock shall include the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiaryinterests listed on Schedule I; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (ivb) subject to Section 53.07, all payments of principal or interest, dividendsDividends, Distributions, cash, instruments and other property Property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other proceeds received in respect of, the Pledged SecuritiesStock; (vc) subject to Section 5, all rights and privileges of each any nature (including, without limitation, the right to vote, take actions or consent to actions in accordance with any limited liability operating agreement, limited liability company agreement , bylaws or other organizational document of a Pledged Interests Issuer, and to participate in the operation of any Pledged Interests Issuer) of such Pledgor with respect to the Pledged Securities and other property referred Stock; (d) all General Intangibles relating to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for arising out of any of the benefit of such Pledgor as security for the Pledged Debt Securities)foregoing; and (vie) all proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. The security interest granted in the Pledged Collateral is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Pledged Collateral. Notwithstanding anything to the contrary in this Agreement, (a) this Section 3.01 shall not constitute a grant of a security interest (but without limitation of the grant of security interest in the Article 9 Collateral pursuant to Section 4.01) in, and “Equity InterestsPledged Collateral” means shall not include, any Excluded Assets, (b) this Section 3.01 shall not constitute a grant of a security interest (but without limitation of the grant of security interest in the Article 9 Collateral pursuant to Section 4.01) in any asset or property to the extent such grant of a security interest in such asset or property shall contravene Section 9.21 of the Credit Agreement and all shares (c) other than as required pursuant to Section 3.02(d) hereof, no Grantor shall be required to take any action with respect to the perfection of capital stock, partnership interests, membership security interests in security accounts (including entering into control agreements). For the avoidance of doubt, at all times,
(i) all Equity Interests issued by the Borrower and each Subsidiary Guarantor shall be subject to a limited liability company, beneficial interests in pledge pursuant to this Agreement and (ii) all Equity Interests issued by an Included Entity and held by a trust or other equity ownership interests in Pledgor shall be subject to a Person, and any and all warrants, options or other rights entitling the holder thereof pledge pursuant to purchase or acquire any of the foregoingthis Agreement.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Summit Midstream Partners, LP)
Pledge. In consideration of (a) As the Secured Party having extended credit to Rio, Buyers and Pledgor, (b) consenting to the assignment of Pledgor’s rights under the Stock Purchase Agreement and (c) entering into Amendment No. 2 to the Stock Purchase Agreement, the Pledgor hereby pledges and grants to the Secured Party, as security for the payment and performance, as the case may be, in full of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to a first priority security interest in the Administrative Agent, its successors and assignsPledged Stock, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests all certificates, instruments, or other writings representing or evidencing the Pledged Stock, and all accounts and general intangibles arising out of, or in connection with, the Pledged Stock, (as defined belowii) all economic rights of the Pledgor in the Pledged Stock, including, without limitation, the Pledgor’s share of profits and losses in connection with such Pledged Stock and Pledgor’s right to receive distributions and dividends from its assets and reimbursements and indemnifications therefrom in connection with the Pledged Stock, (iii) any and all cash, moneys, instruments and other property or proceeds now or in the future held by due, to become due, received, receivable or issued to such Pledgor otherwise distributable or distributed in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance respect of or on account exchange for any or all of the liquidation of any such PersonPledged Stock, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and to which the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities Pledgor may now or in the future held be entitled to in its capacity as holder of the Pledged Stock, whether by way of a dividend, distribution, return of capital, or issued to such otherwise, (iv) all control rights of the Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together in connection with the Pledged Equity SecuritiesStock, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for management rights, control rights and voting rights arising from the Pledged Debt Securities); Stock, (v) all claims which the Pledgor now has or may in the future acquire, in its capacity as a holder of the Pledged Stock or otherwise arising from the Pledged Stock against the Secured Party (or any director or officer thereof) and its property, (vi) any additional equity interests of Pledgor or other options or rights with respect to any such interests from time to time acquired by Pledgor in any manner arising from the Pledged Stock (which equity interests shall be deemed to be part of the Pledged Stock), and (vii) to the extent not otherwise included above, all proceeds of and to any of the foregoing property of Pledgor described above and, to the extent related to any property described above or such proceeds, all books, correspondence, credit files, records, invoices and other papers (the items referred to in clauses (i) through (vi) above being collectively referred to as collectively, the “Pledged Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.
Appears in 1 contract
Samples: Pledge and Security Agreement (Hampshire Group LTD)
Pledge. (a) As security for the payment and or performance, as the case may be, in full of the Secured Obligations, each Pledgor Grantor hereby grants, mortgages, pledges, hypothecates assigns and transfers pledges to the Administrative Agent, its permitted successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its permitted successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such PledgorGrantor’s right, title and interest in, to and under, in each case whether now owned or at any time hereafter acquired by such Pledgor Grantor or in which such Pledgor Grantor now has or at any time in the future may acquire any right, title or interest in, to or underinterest: (ia)(i) the shares of capital stock and other Equity Interests owned by such Grantor, including, in any event, those listed opposite the name of such Grantor on Schedule I hereto, (as defined belowii) now or any other Equity Interests obtained in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts Grantor and other Persons in each case whether now existing or hereafter organized, together with its interest in (iii) the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash certificates or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, instruments representing all such Equity Interests (if any) together with all stock powers or other instruments of transfer with respect thereto; (clauses (i), (ii) and (iii), collectively, the “Pledged Equity SecuritiesInterests”); provided that the Pledged Equity Securities Interests and the Pledged Collateral shall not include more (A) Equity Interests of any Person (other than a Wholly Owned Subsidiary), to the extent not permitted or restricted by the terms of such Person’s organizational or joint venture documents or other agreements with holders of such Equity Interests; provided that such Equity Interest shall cease to be an Excluded Equity Interest (as defined below) for so long as such prohibition ceases to be in effect, (B) Equity Interests constituting an amount greater than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (C) Equity Interests of any Unrestricted Subsidiary or any Subsidiary that are held directly by a Foreign Subsidiary, (D) any Equity Interest with respect to which Borrower, with the written consent of the Administrative Agent (not to be unreasonably withheld or delayed), shall have provided to the Administrative Agent a certificate of a Financial Officer to the effect that the pledge of such Equity Interest hereunder would result in material adverse tax consequences to the Borrower and its Subsidiaries, including the imposition of withholding or other material taxes, (E) any Equity Interest if, to the extent and for so long as the pledge of such Equity Interest hereunder is prohibited by any applicable Requirements of Law (other than to the extent that any such prohibition would be rendered ineffective pursuant to the UCC or any other applicable Requirements of Law) or any Equity Interest in a Wholly Owned Subsidiary if, to the extent and for so long as the pledge of such Equity Interest hereunder is prohibited by such Subsidiary’s organizational documents; provided that such Equity Interest shall cease to be an Excluded Equity Interest for so long as such prohibition ceases to be in effect and (F) any Equity Interest that the Borrower and the Administrative Agent shall have agreed in writing to treat as an Excluded Equity Interest for purposes hereof on account of the cost of pledging such Equity Interest hereunder (including any material adverse tax consequences to the Borrower and its Subsidiaries resulting therefrom) being excessive in view of the benefits to be obtained by the Secured Parties therefrom (the Equity Interests excluded pursuant to clauses (A) through (F) above being referred to as the “Excluded Equity Interests”); (b)(i) all Indebtedness from time to time owned by such Grantor, including, in any event, Indebtedness listed opposite the name of such Grantor on Schedule I hereto, (ii) all debt securities now or Indebtedness in the future held by or issued to or otherwise acquired by such Pledgor Grantor and (iii) the promissory notes and any other instruments evidencing all such debt securities Indebtedness, excluding, in each case the [LuxCo Note] for the 90-day period following the Closing Date (or such longer period acceptable to the Administrative Agent in its sole discretion)1 (collectively, the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iiic) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereofof this Section 2.01 and Section 2.02; (ivd) subject to Section 52.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other Proceeds received in respect of, the Pledged Securitiessecurities referred to in clauses (a), (b) and (c) above; (ve) subject to Section 52.05, all rights and privileges of each Pledgor such Grantor with respect to the Pledged Securities securities and other property referred to in clauses (ia), (iib), (iiic) and (ivd) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities)above; and (vif) all proceeds Proceeds of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (e) above (the items referred to in clauses (ia) through (vif) above being collectively referred to as the “Pledged Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.
Appears in 1 contract
Pledge. (a) As security for To secure the payment and performance, as the case may be, in full performance of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers pledges to the Administrative Agent, for its successors benefit and assignsthe benefit of the Lenders, and hereby grants to the Administrative Agent, for its successors benefit and assigns, for the ratable benefit of the Secured PartiesLenders, a continuing security interest in, any and all of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in and to the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests following (the “Pledged Equity SecuritiesCollateral”):
(a) all of the shares of the Capital Stock, membership interests, partnership interests and all other equity interests of each corporation, limited liability company, limited partnership or other legal entity (collectively, the “Issuers” and each, an “Issuer”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future , identified on Exhibit A attached hereto held by or issued to such each Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); , and the certificates (iii) if any), representing the Pledged Securities, all options, warrants and other rights to acquire additional shares of Capital Stock, membership interests, partnership interests and all other property that may be delivered to equity interests of each Issuer, and held by the Administrative Agent pursuant to shares, membership interests, partnership interests and other equity interests underlying such rights and all distributions, dividends (in the terms hereof; (iv) subject to Section 5form of cash, all payments of principal securities or interest, dividendsotherwise), cash, instruments instruments, chattel paper and other rights, property or proceeds and products from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged Securities; ;
(vb) subject to Section 5all additional shares of the Capital Stock, membership interests, partnership interests and all rights and privileges other equity interests of each Pledgor Issuer at any time acquired by the Pledgors in any manner, and the certificates (if any), representing such additional shares, membership interests, partnership interests and other equity interests (and any such additional shares, membership interests, partnership interests and other equity interests, with respect to which the Pledgors shall execute and deliver to Administrative Agent a pledge supplement in the form of Exhibit B attached hereto (a “Pledge Supplement”), shall constitute part of the Pledged Securities under this Agreement), together with all distributions, dividends (in the form of cash, securities or otherwise), cash, instruments, chattel paper and other rights, property referred or proceeds and products from time to time received, receivable or otherwise distributed in clauses (i), (ii), (iii) and (iv) above (including, without limitation, respect of or in exchange for any or all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities)additional shares, membership interests, partnership interests and other equity interests; and and
(vic) all proceeds of any of the foregoing. Notwithstanding the foregoing (or anything else to the items referred to in clauses (i) through (vi) above being collectively referred to as contrary herein, the “Collateral”). “Equity Interests” means Pledged Collateral shall not include any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingExcluded Capital Stock.
Appears in 1 contract
Pledge. (a) As security for the prompt payment and performance, as the case may be, in full of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit performance of the Secured PartiesObligations in full by Borrower when due, whether at stated maturity, by acceleration or otherwise (including amounts that would become due but for the operation of the provisions of the Bankruptcy Code), Pledgor hereby pledges, grants, transfers, and assigns to Secured Party a continuing security interest inin all of Pledgor's right, all title, and interest in and to the Collateral.
(b) If any Person whose shares of stock are pledged by any Pledgor pursuant hereto shall at any time have earnings and profits which, because of such pledge, will result in taxable income to such Pledgor pursuant to IRC Section 952, then Secured Party, upon written notice of the foregoing, shall (i) release its liens in the shares of stock of such Person to the extent necessary to avoid the recognition of income by such Pledgor pursuant to IRC Section 952, and (ii) deliver to such Pledgor the pledged certificates representing the number of shares of stock in which Secured Party has released its lien; PROVIDED, HOWEVER, Secured Party shall have no obligation to deliver such shares unless and until such Pledgor shall have delivered, or caused to be delivered to Secured Party, certificates in such denominations as are necessary (if any) for Secured Party to deliver such certificates while retaining certificates representing the number of shares of stock in which Secured Party has retained its liens.
(c) If any wholly owned Subsidiary of any Pledgor shall at any time be merged into any other wholly owned Subsidiary of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by shall be dissolved, then, in either case, upon delivery to Secured Party of evidence, reasonably satisfactory to Secured Party, of such Pledgor merger or in which such Pledgor now has or at any time in the future may acquire any rightdissolution, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities Secured Party shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant deliver to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon applicable Pledgor the conversion of pledged certificates representing the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit pledged shares of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingwholly owned Subsidiary.
Appears in 1 contract
Pledge. As collateral security for the due and punctual payment of the Secured Obligations, and to secure performance of each obligation and the observance of each term and condition to be performed or observed by the Borrower under the Credit Agreement, this Agreement and the other Loan Documents, the Borrower does hereby pledge, hypothecate, assign, transfer and convey to the Bank and assigns and grants to the Bank, a security interest in and to the following described property (the "Collateral"):
(a) As security for the payment and performance, as the case may be, in full of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all of such Pledgor’s right, title and interest of the Borrower in and to the Pledged Loans and all promissory notes, participation agreements, participation certificates, or other instruments or agreements which evidence any of the Pledged Loans;
(b) all right, title and interest of the Borrower in and to all notes, real estate mortgages, deeds of trust, security agreements, chattel mortgages, assignments of rent and other security instruments whether now owned or hereafter owned, acquired or held by the Borrower which secure (or constitute collateral for any note, instrument or agreement securing) any of the promissory notes or other instruments or agreements which evidence any of the Pledged Loans;
(c) all right, title and interest of the Borrower in and to all financing statements perfecting the security interest of the Borrower in any of the foregoing;
(d) all right, title and interest of the Borrower in and to all guaranties and other instruments by which the persons or entities executing the same guarantee, among other things, the payment of performance of the Pledged Loans;
(e) all right, title and interest of the Borrower in and to all title insurance policies, title insurance binders, commitments or reports insuring or relating to the foregoing;
(f) all right, title and interest of the Borrower in and to all surveys, bonds, hazard and liability insurance policies, participation agreements and any other agreement, instrument or document pertaining to, affecting, obtained by the Borrower in connection with, or arising out of, the Pledged Loans;
(g) all right, title and interest of the Borrower in and to all Purchase Commitments and other commitments and other agreements to purchase any Pledged Loans, all proceeds resulting from the sale of Pledged Loans, all accounts maintained with broker-dealers by the Borrower for the purpose of carrying out transactions under Purchase Commitments and all futures and futures options transactions involving Pledged Loans;
(h) all right, title and interest of the Borrower in and to servicing rights with respect to any Pledged Loans and all rights to the payment or collection of monies under such servicing rights on account of servicing, administration or collection activities;
(i) all right, title and interest of the Borrower in and to Pledged Mortgage-backed Securities;
(j) all right, title and interest of the Borrower in and to all collections on, and proceeds of or from, any and all of the foregoing (hereinafter collectively called "Collections");
(k) all right, title and interest of the Borrower in and to any other asset of the Borrower which has been or hereafter at any time hereafter acquired by is, delivered to the Bank hereunder;
(l) all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records, and other records, information, and data of the Borrower relating to the Pledged Loans (including all information, data, programs, tapes, discs and cards necessary to administer and service such Pledgor or in which such Pledgor now has or at any time Pledged Loans);
(m) all balances, credits and deposits of the Borrower maintained in the future may acquire Funding and Settlement Account, the Good Funds Wire Account and any rightoperating account or other banking account of the Borrower maintained with the Bank;
(n) any and all balances, title credits, deposits, accounts or interest inmoneys of, to or under: (i) Equity Interests (as defined below) now or in the future held by name of, the Borrower representing or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in evidencing the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust foregoing or any other organizational document or similar agreement of each such Person proceeds thereof; and
(o) any and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.
Appears in 1 contract
Samples: Pledge and Security Agreement (Ebank Financial Services Inc)
Pledge. (a) As security for the payment and performance, as the case may be, performance in full of the Secured Obligations, each the Pledgor does hereby grantsgrant, mortgagespledge, pledgeshypothecate, hypothecates mortgage, charge and transfers assign to the Administrative Collateral Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured PartiesCreditors, and does hereby grant and create a continuing security interest in favor of the Collateral Agent, for the benefit of the Creditors, in, all of such Pledgor’s its right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in and to the future may acquire any rightfollowing, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedfrom time to time acquired (collectively, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account “Collateral”):
(i) all of the liquidation of any such Person, Pledged Securities owned or held by the Pledgor from time to time (and all of its rights under each certificate certificates or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificatesinstruments, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) , including all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5dividends, all payments distributions, return of principal or interest, dividendscapital, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to all warrants, rights or options issued thereon or with respect thereto, and all of the Pledgor’s (x) right, title and interest in clauses (i), (ii), (iii) each Pledged Partnership and (ivy) above (right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which the Pledgor shall at any time be entitled in respect of Pledged Partnership Interests and/or Pledged Membership Interests;
(b) all collateral granted other payments due or to such become due to the Pledgor in respect of Pledged Partnership Interests and/or Pledged Membership Interests, whether under any partnership agreement, operating or 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 partnership agreement, operating or limited liability company agreement or at law or otherwise in respect of Pledged Partnership Interests and/or Pledged Membership Interests and/or any Pledged Partnership and/or Pledged LLC;
(d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and/or any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of the benefit Pledgor’s rights under any partnership agreement or operating or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such the Pledgor as security for relating to the Pledged Debt Securities); Partnership Interests and/or Pledged Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any operating or limited liability company agreement, to execute any instruments and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means take any and all shares other action on behalf of capital stock, partnership interests, membership interests and in a limited liability company, beneficial interests the name of the Pledgor in a trust respect of any Pledged Partnership Interests or other equity ownership interests in a Person, Pledged Membership Interests and any Pledged Partnership and all warrantsany Pledged LLC to make determinations, options to exercise any election (including, but not limited to, election of remedies) or other rights entitling the holder thereof option or to purchase give or acquire receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce or collect any of the foregoing, 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 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;
(ii) all Security Entitlements owned by the Pledgor from time to time in any and all of the foregoing; and
(iii) all Proceeds of any and all of the foregoing.
Appears in 1 contract
Samples: Pledge Agreement
Pledge. (a) As Each Pledgor hereby pledges to Agent, on behalf of itself and the Lenders, and grants to Agent, on behalf of itself and the Lenders, a first priority security for the payment and performance, as the case may be, interest in full all of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all following of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash arising or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests acquired (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securitiescollectively, the “Pledged SecuritiesCollateral”); ):
(iiia) the Pledged Shares and all other property that may be delivered to documents and held by certificates representing or evidencing the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5Pledged Shares, all payments rights, privileges, authority and powers of principal Pledgor as owner or interestholder of the Pledged Shares (including rights arising under the bylaws, articles and similar organizational documents) and all dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged Securities; (v) subject to Section 5, Shares and all rights to receive payment of principal and privileges of each interest on loans made by Pledgor with respect to Pledged Entity and all books, records and documents pertaining to the foregoing;
(b) such portion, as determined by Agent as provided in Section 7(d) below, of any additional shares of Stock of a Pledged Securities Entity from time to time acquired by Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), and the certificates representing such additional shares, and all dividends, distributions, cash, instruments and other property referred or proceeds from time to time received, receivable or otherwise distributed in clauses (i), (ii), (iii) and (iv) above (including, without limitation, respect of or in exchange for any or all collateral granted to such Pledgor or for the benefit of such Pledgor as security for Stock;
(c) the Pledged Debt Securities)Indebtedness and the promissory notes or instruments evidencing the Pledged Indebtedness, and all interest, cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of the Pledged Indebtedness; and and
(vid) all proceeds of any of additional Indebtedness arising after the foregoing (the items referred date hereof and owing to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any Pledgor and evidenced by promissory notes or other instruments, together with such promissory notes and instruments, and all shares interest, cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingthat Pledged Indebtedness.
Appears in 1 contract
Samples: Pledge Agreement (BG Medicine, Inc.)
Pledge. (a) As security for the payment and or performance, as the case may be, in full of the Secured Obligations, including the Note Guarantees, each Pledgor Grantor hereby grants, mortgages, pledges, hypothecates assigns and transfers pledges to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, all of such PledgorGrantor’s right, title and interest in, to and under, and whether now owned or at hereafter existing or arising, (i) all Equity Interests held by it in each of its Subsidiaries, including, without limitation, the Equity Interests listed on Schedule I and any time hereafter acquired by such Pledgor or other Equity Interests in which such Pledgor now has or at any time of its Subsidiaries obtained in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person Grantor and the certificates, if any, certificates representing all such Equity Interests (collectively, the “Pledged Equity SecuritiesEquity”); provided that the Pledged Equity Securities shall not include more than (A) the Equity Interests of the Issuer, Bonstores Holdings One, LLC and Bonstores Holdings Two, LLC, (B) voting Equity Interests in excess of 65% of the issued and outstanding voting Equity Interests of each Foreign Subsidiary (not otherwise excluded from the Pledged Equity) directly held by any Foreign SubsidiaryGrantor and (C) the partnership interests in any of The Bon-Ton Properties-Eastview L.P., The Bon-Ton Properties-Marketplace L.P., or The Bon-Ton Properties-Greece Ridge L.P., to the extent that the grant of such security interest would constitute or result in a breach or termination pursuant to the terms of, or a default under, any lease, loan document, partnership agreement or other organizational document of such limited partnership, so long as such restrictive provision is enforceable under applicable law; (ii) all (A) the debt securities now or owned by it including, without limitation, the debt securities listed opposite the name of such Grantor on Schedule I, (B) any debt securities obtained in the future held by or issued to such Pledgor Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” anddebt securities referred to in clauses (A), together with the Pledged Equity Securities, (B) and (C) of this clause (ii) are collectively referred to as the “Pledged SecuritiesDebt”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereofCollateral Agent; (iv) subject to Section 52.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other Proceeds received in respect of, the Pledged Securitiessecurities referred to in clauses (i) and (ii) above; (v) subject to Section 52.06, all rights and privileges of each Pledgor such Grantor with respect to the Pledged Securities securities and other property referred to in clauses (i), (ii), ) and (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities)above; and (vi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (i) through (viv) above being collectively referred to as the “Pledged Collateral”). “Equity Interests” means Notwithstanding the foregoing, at any and all shares time prior to the Discharge of capital stockFirst Lien Obligations, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and Pledged Collateral shall not include any and all warrants, options or other rights entitling assets that are not at such time required to be subject to the holder thereof Liens securing the Credit Facility Obligations pursuant to purchase or acquire any the terms of the foregoingFirst Lien Security Documents; provided, however, that at any time such assets are required to be subject to the Liens securing the Credit Facility Obligations then such asset shall no longer be excluded from Pledged Collateral. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Samples: Second Lien Security Agreement (Bon Ton Stores Inc)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor (a) As security for but subject to the payment and performance, as proviso at the case may be, in full end of the Obligationsthis Section 3.1, each Pledgor does hereby grants, mortgages, pledges, hypothecates grant and transfers pledge to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, Pledgee for the ratable benefit of the Secured PartiesCreditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of such Pledgor’s its right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in and to the future may acquire any rightfollowing, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedfrom time to time acquired (collectively, together with its interest the “Collateral”):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in the property of each any such Person, its interest in the capital of each such Person, its right to receive distributions from each such PersonCollateral Account, whether in cash now owned or other propertyhereafter acquired, and whether during the continuance of existing or on account of the liquidation 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 PersonCollateral Account, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any investments and all certificates and other organizational document or similar agreement of each such Person and the certificatesInstruments (including depository receipts, if any) from time to time representing or evidencing the same, representing and all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” anddividends, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividendsdistributions, cash, instruments cash and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged 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; (v) subject , together with all rights, privileges, authority and powers of such Pledgor relating to Section 5, all rights and privileges such Securities in each such issuer or under any organizational document of each Pledgor with respect to such issuer, and the Pledged certificates, instruments and agreements representing such Securities and other property referred 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 clauses (i)each limited liability company to which each such Limited Liability Company Interest relates, (ii)whether now existing or hereafter acquired, (iii) and (iv) above (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 collateral granted its capital therein and its interest in 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 for the benefit 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 as security against any such limited liability company for the Pledged Debt Securities); and monies loaned or advanced, for services rendered or otherwise;
(viE) all proceeds 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 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 (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means or for any and all shares Limited Liability Company Asset of capital stock, partnership interests, membership interests in a such limited liability company, beneficial interests in a trust to enforce or execute any checks, or other equity ownership interests instruments or orders, to file any claims and to take any action in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire 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;
(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 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 Credit Party’s Obligations, no Voting Equity Interests of any Foreign Subsidiary which represents more than 65% 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 the grant of such security interest shall constitute or result in (A) other than in the case of a Wholly-Owned Subsidiary of the Company, a breach or termination pursuant to the terms of, or a default under, any Indebtedness assumed by the Company or any of its Subsidiaries pursuant to Section 10.04(g) of the Credit Agreement or 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 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 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 been 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 treasury stock of a Pledgor or other Margin Stock, in each case, unless the Secured Creditors have made any necessary filings with the Board of Governors of the United States Federal Reserve in connection therewith; provided however, that each applicable Pledgor shall provide to the Secured Creditors 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 compliance certificate required to be delivered pursuant to Section 9.01(d) of the Credit Agreement and, thereafter, such Margin Stock shall constitute Collateral to the extent the Secured Creditors have made such necessary filings with the Board of Governors of the United States Federal Reserve in connection therewith.
Appears in 1 contract
Samples: Pledge Agreement (Ciena Corp)
Pledge. (a) As security for the payment and or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates assigns and transfers pledges to the Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such Pledgor’s right, title and interest now in, to and under (a) the Equity Interests directly owned or at by it (which such Equity Interests constituting Pledged Stock on the date hereof shall be listed on Schedule III) and any time hereafter acquired other Equity Interests obtained in the future by such Pledgor or in which such Pledgor now has or at and any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, certificates representing all such Equity Interests (the “Pledged Equity SecuritiesStock”); provided that the Pledged Equity Securities Stock shall not include more than 65% of any Excluded Securities or Excluded Property; (b)(i) the debt securities currently issued and outstanding voting Equity Interests of to any Foreign Subsidiary; Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed on Schedule III), (ii) all any debt securities now or in the future held by or issued to such Pledgor and (iii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property provided that may be delivered to and held by the Administrative Agent pursuant to the terms hereofPledged Debt Securities shall not include any Excluded Securities or Excluded Property; (ivc) subject to Section 53.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other proceeds received in respect of, the Pledged Securitiessecurities referred to in clauses (a) and (b) above; (vd) subject Subject to Section 53.06, all rights and privileges of each such Pledgor with respect to the Pledged Securities securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities)above; and (vie) all proceeds of any of the foregoing (the items referred to in clauses (ia) through (vid) above being collectively referred to as the “Pledged Collateral”); provided that notwithstanding anything to the contrary in this Section 3.01, the Pledged Collateral shall not include any Excluded Securities or Excluded Property. Notwithstanding anything else to the contrary, in the event that Rule 3-10 (“Rule 3-10”) or Rule 3-16 (“Rule 3-16”) of Regulation S-X under the Securities Act of 1933, as amended, as amended, modified or interpreted by the Securities Exchange Commission (“SEC”), would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Issuer or any Subsidiary of an Issuer due to the fact that such Person’s Equity Interests” means Interests secure any Series of Secured Obligations affected thereby then the Equity Interests of such Person (the “Regulation S-X Excluded Collateral”) will automatically be deemed not to be part of the Collateral securing such Series of Secured Obligations affected thereby, but only to the extent necessary to not be subject to such requirement and all shares 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 capital stockany Secured Party, partnership intereststo the extent necessary to release the Lien on the Regulation S-X Excluded Collateral in favor of the Agent with respect only to the relevant Series of Secured Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, membership interests modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Regulation S-X Excluded Collateral to secure the Secured Obligations in a limited liability company, beneficial interests in a trust excess of the amount then pledged without the filing with the SEC (or any other equity ownership interests in a Governmental Authority) of separate financial statements of such Person, and any and all warrants, options or other rights entitling then the holder thereof Equity Interests of such Person will automatically be deemed to purchase or acquire any be a part of the foregoingCollateral for the relevant Series of Secured Obligations. To the extent any proceeds of any collection or sale of Equity Interests deemed by this paragraph to no longer constitute part of the Collateral for the relevant Series of Secured Obligations are to be applied by the Agent in accordance with Section 5.02 hereof, such proceeds shall, notwithstanding the terms of Section 5.02 and the Second Lien Intercreditor Agreement, not be applied to the payment of such Series of Secured Obligations. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Pledge. (a) As security for To secure the payment and performance, as the case may be, in full of the ObligationsObligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grantsgrant, mortgages, pledges, hypothecates pledge and transfers assign to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, Pledgee for the ratable benefit of the Secured PartiesCreditors, and does hereby create a 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 such Pledgor’s the right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to of such Pledgor in corporationsand to the following, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedfrom time to time acquired (collectively, together with its the "Collateral"):
(a) each of the Collateral Accounts (to the extent a security interest therein is not created pursuant to the DIP Credit Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such PersonCollateral Account, whether in cash now owned or other propertyhereafter acquired, and whether during the continuance of existing or on account of the liquidation 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 DIP Credit Agreement or any other Secured Debt Agreement to be deposited in such PersonCollateral Account, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any investments and all certificates and other organizational document or similar agreement of each such Person and the certificatesInstruments (including depository receipts, if any) from time to time representing or evidencing the same, representing and all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” anddividends, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividendsdistributions, cash, instruments cash and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged Securities; foregoing;
(vb) subject to the proviso to the last sentence of Section 53.3 hereof, all rights and privileges Securities owned by such Pledgor from time to time; provided that only the interest in any directly or indirectly wholly-owned Subsidiary of each Pledgor with respect the Borrowers may be pledged hereunder;
(c) subject to the Pledged Securities and other property referred proviso to in clauses (i)the last sentence of Section 3.3 hereof, (ii)all Limited Liability Company Interests owned by such Pledgor from time to time, (iii) and (iv) above (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 collateral granted 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 or for the benefit 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 each case in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor as security against any such limited liability company for the Pledged Debt Securities); and moneys loaned or advanced, for services rendered or otherwise;
(viE) all proceeds 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 name of such Pledgor in respect of such Limited Liability Company Interests 308 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 (with all the items referred 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 clauses (i) through (vi) above being collectively referred substitution for or in addition to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire 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) subject to the proviso to the last sentence of Section 3.3 hereof, all Partnership Interests owned by such Pledgor from time to time, 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 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 each case, 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 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) subject to the proviso to the last sentence of Section 3.3 hereof, all Security Entitlements of such Pledgor from time to time in any and all of the foregoing; provided that only the interest in any directly or indirectly wholly-owned Subsidiary of the Borrowers may be pledged hereunder;
(f) subject to the proviso to the last sentence of Section 3.3 hereof, all Financial Assets and Investment Property of such Pledgor from time to time; provided that only the interest in any directly or indirectly wholly-owned Subsidiary of the Borrowers may be pledged hereunder; and
(g) all Proceeds of any and all of the foregoing.
Appears in 1 contract
Pledge. (a) As security for the payment and or performance, as the case may be, in full of the Secured Obligations, each the Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for its own benefit and the ratable benefit of the Secured other Credit Parties, a continuing security interest in, in all of such Pledgor’s right, title and interest now in, to and under:
2.1 all shares of capital stock, partnership interests, limited liability company membership interests and other equity interests owned by the Pledgor, or at any time hereafter acquired by such Pledgor or in which such the Pledgor now has or at any time may acquire in the future may acquire any right, title or interest ininterest, to or under: (i) Equity Interests (as defined below) now or including, in the future held by or issued to such Pledgor in corporationsany event, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of entity designated as an “Issuer” on Schedule I hereto (each such Personentity, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other propertyan “Issuer”), and whether during the continuance any shares of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylawscapital stock, partnership agreementinterests, limited liability company agreementmembership interests or other equity interests obtained in the future by the Pledgor, operating agreementwhether owned beneficially or of record and whether by ownership, declaration of trust security interest, claim or any other organizational document or similar agreement of each such Person otherwise and the certificates, if any, stock certificates or other security certificates (as defined in the UCC) representing all such Equity Interests shares, membership interests or other equity interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securitiescollectively, the “Pledged Securities”); (iii) provided that, the Pledged Securities shall not include any Excluded Assets;
2.2 all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5dividends, all payments of principal or interest, dividendsdistributions, cash, instruments and other property from time to time received, receivable or otherwise distributeddistributed or distributable, in respect of, in exchange for for, or upon the conversion of of, the Pledged Securities; (v) subject Securities referred to Section 5, in clause 2.1 above;
2.3 all rights and privileges of each the Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) clause 2.1 and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities)2.2 above; and (vi) and
2.4 all proceeds of any of the foregoing, including whatever is receivable or received when any of the foregoing is sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and including, without limitation, proceeds of any indemnity or guaranty payable to the Pledgor or the Administrative Agent from time to time with respect to any of the Pledged Collateral (the items referred to in clauses (i) 2.1 through (vi) above 2.3 being collectively referred to as the “Pledged Collateral”). “Equity Interests” means any TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for its own benefit and the benefit of the other Credit Parties, until (x) all shares of capital stockthe Secured Obligations (other than contingent indemnification obligations for which claims have not yet been asserted) have been indefeasibly paid in full in cash or otherwise satisfied or (y) the termination or release in accordance with Section 11 hereof; subject, partnership interestshowever, membership interests in a limited liability companyto the terms, beneficial interests in a trust covenants and conditions hereinafter set forth. Upon delivery to the Administrative Agent pursuant to Section 3 of this Agreement, all stock certificates or other equity ownership interests securities now or hereafter included in a Person, and any and all warrants, options the Pledged Securities required to be delivered to the Administrative Agent shall be accompanied by stock powers duly executed in blank or other rights entitling instruments of transfer reasonably satisfactory to the holder thereof Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request to purchase or acquire any ensure validity and perfection of the foregoingsecurity interest granted hereunder. Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall supplement Schedule I attached hereto and made a part hereof.
Appears in 1 contract
Samples: Credit Agreement (Quiksilver Inc)
Pledge. (a) As Each Pledgor hereby pledges to Agent, on behalf of itself and the Lenders, and grants to Agent, on behalf of itself and the Lenders, a first priority security for the payment and performance, as the case may be, interest in full all of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all following of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash arising or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests acquired (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securitiescollectively, the “Pledged SecuritiesCollateral”); ):
(iiia) the Pledged Shares and all other property that may be delivered to documents and held by certificates representing or evidencing the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5Pledged Shares, all payments rights, privileges, authority and powers of principal Pledgor as owner or interestholder of the Pledged Shares (including rights arising under the bylaws, articles and similar organizational documents) and all dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged Securities; (v) subject to Section 5, Shares and all rights to receive payment of principal and privileges of each interest on loans made by Pledgor with respect to Pledged Entity and all books, records and documents pertaining to the foregoing;
(b) such portion, as determined by Agent as provided in Section 7(d) below, of any additional shares of Stock of a Pledged Securities Entity from time to time acquired by Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), and the certificates representing such additional shares, and all dividends, distributions, cash, instruments and other property referred or proceeds from time to time received, receivable or otherwise distributed in clauses (i), (ii), (iii) and (iv) above (including, without limitation, respect of or in exchange for any or all collateral granted to such Pledgor or for the benefit of such Pledgor as security for Stock;
(c) the Pledged Debt Securities)Indebtedness and the promissory notes or instruments evidencing the Pledged Indebtedness, and all interest, cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of the Pledged Indebtedness; and and
(vid) all proceeds of any of additional Indebtedness arising after the foregoing (the items referred date hereof and owing to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any Pledgor and evidenced by promissory notes or other instruments, together with such promissory notes and instruments, and all shares interest, cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingthat Indebtedness.
Appears in 1 contract
Samples: Pledge Agreement (AMEDICA Corp)
Pledge. (a) As Subject to the last paragraph of Section 3.01(a), as security for the payment and or performance, as the case may be, in full of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates (except in the case of ULC Interests) assigns and transfers pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such Pledgor’s right, title and interest now in, to and under:
(a) the Equity Interests directly owned or at by it (which such Equity Interests constituting Pledged Stock shall be listed on Schedule III) and any time hereafter acquired other Equity Interests obtained in the future by such Pledgor or in which such Pledgor now has or at and any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, certificates representing all such Equity Interests (the “Pledged Equity SecuritiesStock”); provided that the Pledged Equity Securities Stock shall not include (i)(A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interests of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary; , or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) if any Designated Credit Agreement is outstanding, any Equity Interests not pledged as security for the Obligations under such Designated Credit Agreement, (iv) any Equity Interests in a person acquired after the Issue Date in accordance with the Indenture if, and to the extent that, (A) with respect to contractual obligations, such Equity Interests constitute less than 100% of all applicable Equity Interests of such person and the persons holding the remainder of such Equity Interests are not Affiliates, (B) granting a security interest in such Equity Interests would violate applicable law or a contractual obligation binding on such Equity Interests and (C) with respect to contractual obligations, such obligation existed at the time of the acquisition of such Equity Interests and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such person, (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary of Holdings, (vi) any Designated Securities or (vii) any Equity Interests, whether now owned or hereafter acquired, that constitute Excluded Property or otherwise with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement need not be satisfied by reason of Section 5.10(f) of the Credit Agreement;
(b) (i) the debt securities now or currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed on Schedule III), (ii) any debt obligations in the future held by or issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (iii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities obligations (the “Pledged Debt Securities” and, together with the Pledged Equity Securitiesproperty described in clauses (b)(i) and (ii) above, the “Pledged SecuritiesDebt”); provided that the Pledged Debt shall exclude (iii1) all the Japanese Intercompany Notes, (2) if any Designated Credit Agreement is outstanding, any debt obligations or instruments not pledged as security for the Obligations under such Designated Credit Agreement, (3) any Designated Securities and (4) any debt obligations or securities that constitute Excluded Property or otherwise with respect to which the Collateral and Guarantee Requirement or the other property that may paragraphs of Section 5.10 of the Credit Agreement need not be delivered to and held satisfied by reason of Section 5.10(f) of the Administrative Agent pursuant to the terms hereof; Credit Agreement;
(ivc) subject to Section 52.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of the Pledged Securities; Stock and the Pledged Debt;
(vd) subject to Section 52.05, all rights and privileges of each such Pledgor with respect to the Pledged Securities Stock, Pledged Debt and other property referred to in clauses clause (i), c) above; and
(ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vie) all proceeds of any of the foregoing (the items Pledged Stock, Pledged Debt and other property referred to in clauses (ic) through (vie) above being collectively referred to as the “Pledged Collateral”). “Equity Interests” means any TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and all shares of capital stockpreferences pertaining or incidental thereto, partnership interestsunto the Collateral Agent, membership interests in a limited liability companyits successors and permitted assigns, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling for the holder thereof to purchase or acquire any ratable benefit of the foregoingSecured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
Appears in 1 contract
Samples: Collateral Agreement (Momentive Performance Materials Inc.)
Pledge. To secure all of the Obligations (a) As security including the Obligations that would be owed by the Pledgor to the Secured Party but for the payment and performancefact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Pledgor), as the case may be, in full of the Obligations, each Pledgor hereby grants, mortgages, unconditionally pledges, hypothecates transfers, conveys, hypothecates, grants and transfers assigns to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, Party a continuing security interest in, in and security title to all of such Pledgor’s right, title and interest the following property now owned or at any time hereafter acquired by such the Pledgor or in which such the Pledgor now has has, or at any time may acquire in the future may acquire future, any right, title or interest inthereto (collectively, to or under: the "Collateral"):
(ia) Equity the Pledged Interests (as defined belowincluding the Pledged Interests described in Schedule 1 hereto) now or in and all substitutions therefor and replacements thereof, all proceeds and products thereof and all rights relating thereto, including, without limitation, the future held by or issued to such Pledgor in corporationscertificates representing any of the Pledged Interests, partnershipsall warrants, limited liability companiesoptions, trusts share appreciation rights and other Persons rights, contractual or otherwise, in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, respect thereof and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributeddistributed in respect of or in addition to, in respect substitution of, on account of, or in exchange for for, any or upon the conversion all of the Pledged SecuritiesInterests, whether now owned or hereafter acquired by the Pledgor;
(b) all of the Pledgor's rights, powers and remedies (but not the Pledgor's obligations) under the limited liability company operating agreements of the Pledged Companies that are limited liability companies (collectively, the "Operating Agreements") and under the partnership agreements of the Pledged Companies that are general or limited partnerships (collectively, the "Partnership Agreements"), as applicable; and
(vc) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i)extent not otherwise included, (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing. The Pledgor has delivered to and deposited with the Secured Party all certificates owned by the Pledgor representing the Pledged Interests to the extent such Pledged Interests are represented by certificates and undated powers endorsed in blank with respect to such certificates. In addition, the Pledgor has delivered to the Secured Party all of the Uniform Commercial Code financing statements, in suitable form for recording, with respect to all of the Collateral that is not represented by certificates that are necessary to perfect the security interest granted to the Secured Party under this Pledge Agreement in such Collateral, and further authorizes the Secured Party at any time and from time to time, as applicable, to prepare and file appropriate Uniform Commercial Code financing statements with respect to all or any part of the Collateral.
Appears in 1 contract
Pledge. 2.1 The Pledgor, comprised of Shareholder A and Shareholder B, pledges to the Pledgee their respective equity interests (athe 90% equity interest held by Shareholder A represents a capital contribution of RMB2.25 million; and the 10% equity interest held by Shareholder B represents a capital contribution of RMB0.25 million) As security for in the payment Operation Company to guarantee complete and performance, as full satisfaction by the case may beOperation Company of the aforesaid rights and interests of the Pledgee under the Service Agreement and the Option Agreement. The Pledge Right refers to the right of the Pledgee to have its claims satisfied, in full priority to others, with the estimated price of the Obligations, each Equity Interest pledged by the Pledgor hereby grants, mortgages, pledges, hypothecates with the Pledgee or the proceeds from the auction or sale thereof. Such Pledge Right shall extend to any dividend or premium arising from the Equity Interest or transfer thereof during the term of this Agreement.
2.2 Each of Shareholder A and transfers to Shareholder B has obtained the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit consent of the Secured Parties, a continuing security interest in, other party (shareholder) to its pledge with the Pledgee of all of such Pledgor’s right, title and its equity interest in the Operation Company that it now owned owns or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time may own in the future may acquire any right, title or interest in, to or under: (iand such other party(shareholder) Equity Interests (as defined below) now or in the future held by or issued has unconditionally waived its right of first refusal with respect to such Pledgor equity interest.
2.3 During the term of this Agreement, the Pledgee shall not be held liable for, nor shall Shareholder A and/or Shareholder B be entitled to bring any claim or demand against the Pledgee in corporationsconnection with, partnershipsany diminution of the value of the pledged Equity Interest, limited liability companiesunless such value diminution arises from any intentional act or omission of the Pledgee or any gross negligence of the Pledgee having a direct causal link with such value diminution.
2.4 Subject to the provisions of Article 2.3, trusts where the Equity Interest is likely to suffer any evident diminution in value, which is sufficient to endanger the rights of the Pledgee, the Pledgee may at any time, on behalf of Shareholder A and/or Shareholder B, auction or sell the pledged Equity Interest, and other Persons may afterwards, subject to agreement with Shareholder A and/or Shareholder B, either apply the proceeds from such auction or sale towards early satisfaction of any and all liabilities or obligations under the Service Agreement and the Option Agreement, or place such proceeds under the custody of a notary office at the place of the Pledgee (All costs and expenses arising in each case whether now existing connection therewith shall be borne by the Pledgee.).
2.5 Subject to prior written consent of the Pledgee, Shareholder A and/or Shareholder B may increase the capital of the Operation Company (including without limitation, by way of capital injection, and capitalization of public reserve fund or hereafter organized, together with its interest in the property of each such Person, its interest undistributed profit). Any increase in the capital of each such Person, its right contribution by Shareholder A and/or Shareholder B to receive distributions the Operation Company resulting from each such Person, whether any capital increase effected by Shareholder A and/or Shareholder B in cash or other property, and whether during the continuance of or on account respect of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities Operation Company shall not include more than 65% also become part of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant Interest subject to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingPledge hereunder.
Appears in 1 contract
Pledge. (a) As security To secure the Obligations and for the payment purposes set forth in Section 1, each Pledgor hereby:
(i) grants and performancepledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor;
(ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interests, as the case may be, in full or such other instruments of transfer as are acceptable to the ObligationsPledgee;
(iii) assigns, each Pledgor hereby grantstransfers, hypothecates, mortgages, pledges, hypothecates charges and transfers sets over to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, Pledgee all of such Pledgor’s 's right, title and interest now owned in and to such Securities (and in and to all certificates or instruments evidencing such Securities), to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement;
(iv) grants, pledges, assigns and transfers 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:
(a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time hereafter acquired by be entitled in respect of such Pledgor Partnership Interests and/or Membership Interests;
(b) all other payments due or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued become due to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property respect of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such PersonPartnership Interests and/or Membership Interests, whether in cash or other property, and whether during the continuance of or on account of the liquidation of under any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreementagreement or otherwise, operating agreementwhether as contractual obligations, declaration damages, insurance proceeds or otherwise;
(c) all of trust or any other organizational document or similar agreement of each such Person its claims, rights, powers, privileges, authority, options, security interest, liens and the certificatesremedies, if any, representing under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests;
(d) all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% present and future claims, if any, of the issued Pledgor against any Pledged Partnership and outstanding voting Equity any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any 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 name of such Pledgor in respect of any Foreign Subsidiary; (ii) all debt securities now Partnership Interests or in the future held by or issued to such Pledgor and the promissory notes Membership Interests and any other instruments evidencing such debt securities Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (the “Pledged Debt Securities” andincluding, 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 Pledged Equity Securitiesforegoing, 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 “Pledged Securities”); foregoing;
(iiif) all other property that may be hereafter delivered in substitution for or in addition to and held by any of the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5foregoing, all payments of principal certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, cash, instruments rights and other property at any time and from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion of the Pledged Securitiesall thereof; and
(vg) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i)extent not otherwise included, (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and or all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.
Appears in 1 contract
Pledge. (a) As security for the payment and or performance, as the case may be, in full of the Obligations, including obligations under the Guarantee Agreement, each Pledgor Grantor hereby grants, mortgages, pledges, hypothecates collaterally assigns and transfers pledges to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all of such PledgorGrantor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to and under and whether now or under: hereafter existing or arising (i) all Equity Interests (as defined below) now owned or in the future otherwise held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons it in each case whether now existing or hereafter organized, together with of its interest Subsidiaries listed on Schedule I and any other Equity Interests in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account any Subsidiary of the liquidation Borrower obtained after the date of any this Agreement by such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person Grantor and the certificates, if any, certificates representing all such Equity Interests (collectively, the “Pledged Equity SecuritiesEquity”); provided that the Pledged Equity Securities shall not include (A) Equity Interests in any Subsidiary that is directly or indirectly owned by a CFC, (B) more than 65% of the issued and outstanding voting Voting Interests of each Subsidiary that is a CFC, (C) Equity Interests in any Person (other than Wholly Owned Subsidiaries) to the extent not permitted to be pledged by the terms of such Person’s organizational or joint venture documents and (D) Equitymore than 65% of the issued and outstanding Voting Interests of any Domestic Subsidiary whose only asset is the Equity Interests in Foreign SubsidiarySubsidiaries; (ii) (A) all debt securities now or in owned by it and listed opposite the future held name of such Grantor on Schedule I, (B) any debt securities obtained after the date of this Agreement by or issued to such Pledgor Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” anddebt securities referred to in clauses (A), together with the Pledged Equity Securities, (B) and (C) of this clause (ii) are collectively referred to as the “Pledged SecuritiesDebt”); provided that the Pledged Debt shall exclude intercompany Indebtedness owed by any Subsidiary that is a CFC or is directly or indirectly owned by a CFC solely to the extent a pledge thereof could reasonably be expected to result in material adverse tax consequences; (iii) all other property that may be is delivered to and held by the Administrative Agent pursuant to in accordance with the terms hereofCollateral and Guarantee Requirement; (iv) subject to Section 52.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other proceeds received in respect of, the Pledged Securitiessecurities referred to in clauses (i) and (ii) above; (v) subject to Section 5, all rights and privileges of each Pledgor such Grantor with respect to the Pledged Securities securities and other property referred to in clauses (i), (ii), ) and (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities)above; and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). “Equity Interests” means ; provided that the Pledged Collateral shall exclude (A) any and all shares assets the pledge of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust which is prohibited by law or by agreements containing anti-assignment clauses not overridden by the Uniform Commercial Code or other equity ownership interests in a Person, applicable Law and (B) any intellectual property and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.related assets
Appears in 1 contract
Samples: Credit Agreement (Lmi Aerospace Inc)
Pledge. (a) As security for the payment and performance, as the case may be, in full of the Obligations, each Pledgor hereby grants, mortgagesassigns, pledges, hypothecates hypothecates, delivers, sets over and transfers to the Administrative Agent, its successors Secured Party and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, Party a continuing security interest in, all for the benefit of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time Secured Party (as provided in the future may acquire any rightSection entitled "Liabilities"), title or interest inthe following, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether certificated or uncertificated, whether now existing owned or hereafter organizedacquired, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash wherever located (any or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securitiessuch, the “Pledged Securities”"Collateral"):
(a) SECURITIES ACCOUNT (ENTIRE); . Securities Account No. 818-07P17 with Merrill Lynch Pierce Fenner & Smixx (iii"Xxxxxxx") all other property that may be delivered to xxx Xexxxxxxes Xxxxxnt Xx. 26-38895 with The Northern Trust Company ("Northern") (Merrill and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being Northern are herein collectively referred to as the “Collateral”"Intermediary"). “Equity Interests” means , in the name of Pledgor or such other designation as may be required by the Intermediary, any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Personsuccessor and/or replacement account(s), and any and all securities, security entitlements, financial assets, investment property, commodity contracts, money, instruments, documents, goods, chattel paper, accounts, general intangibles, deposit accounts, partnership and limited liability company interests, certificates of deposit, and other property and rights of any nature now or hereafter held in or constituting part of such account(s) (such account(s) and all successor and replacement accounts collectively, the "Securities Account").
(b) With respect to any Collateral referred to in (a), but without limiting (a):
(i) all stock and bond powers, certificates and instruments;
(ii) all additions, replacements, substitutions, interest, cash and stock dividends, warrants, options options, and other rights and amounts paid, accrued, received, receivable, or distributed with respect thereto from time to time,
(c) Any additional investment property or other rights entitling the holder thereof property of Pledgor as to purchase which, previously, now or acquire any of hereafter, possession or control is obtained by Secured Party, whether or not evidenced by a collateral receipt.
(d) With respect to the foregoing, all products and proceeds thereof, including insurance proceeds and payments under the Securities Investor Protection Act of 1970, as amended.
Appears in 1 contract
Pledge. (a) As security The Pledgor hereby delivers to the Agent for the payment and performance, as the case may be, in full ------ benefit of the ObligationsBanks, each Pledgor hereby grants, mortgages, and pledges, hypothecates assigns, and transfers to the Administrative AgentAgent for the benefit of the Banks, its successors and assigns, all the Pledged Stock and hereby grants to the Administrative Agent, its successors and assigns, Agent for the ratable benefit of the Secured PartiesBanks a first Lien on, a continuing and security interest in, all of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued Stock and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) in all debt securities now or in the future held by or issued to such Pledgor income thereon and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (proceeds thereof including, without limitation, all dividends or other income from the Pledged Stock, stock splits, options, issues, collections or distributions with respect thereto (collectively, the "Pledged Collateral"), together with appropriate undated stock powers duly executed in blank, as collateral granted security for (i) the prompt and complete payment to such Pledgor or the Agent for the benefit of such Pledgor as security the Banks when stated to be due of all present and future amounts (including amounts that, but for the Pledged Debt Securities); and (vi) all proceeds initiation of any proceeding under any insolvency or bankruptcy law, would become due) now or at any time or from time to time hereafter due or owing to the Banks or any of them whether at maturity or earlier by reason of acceleration or otherwise by or from the foregoing Pledgor and/or the Borrower, arising under the Notes, the Letter of Credit Applications or any other Transaction Documents, together with interest accrued thereon (including interest that, but for the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”initiation of any proceeding under any insolvency or bankruptcy law, would accrue). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrantsfees, options or other rights entitling expenses and costs payable by the holder thereof Pledgor and/or the Borrower to purchase or acquire any the Banks in connection therewith and (ii) the due and punctual payment and performance by the Pledgor of Pledgor's obligations under this Agreement (all of the foregoingforegoing being hereinafter collectively called the "Obligations"). Concurrently with the delivery to the Agent of each certificate representing one or more shares of the Pledged Stock, the Pledgor shall deliver an undated stock power covering such certificate, duly executed in blank.
Appears in 1 contract
Samples: Revolving Credit Agreement (Halter Marine Group Inc)
Pledge. (a) As security for the payment and performance, as the case may be, in full of the Obligations, each Pledgor hereby grantsdelivers, mortgages, pledges, hypothecates pledges and transfers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, to Lender in all of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to and under the following (collectively, the “Collateral”): (a) 26.46% of the limited partnership interests of Xxxxxxx Shopping Center, L.P., a Texas limited partnership (“Issuer”), and any and all additional partnership interests or under: (i) Equity Interests (as defined below) now other equity interests in Issuer hereafter acquired or in obtained by Pledgor to the future held by or issued extent necessary to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its cause Lender to have a security interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account 26.46% of the liquidation aggregate outstanding limited partnership interests of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing Issuer (all such Equity Interests partnership interests referred to in this clause (a) are collectively referred to herein as the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged SecuritiesInterest”); (iiib) any certificates now or hereafter representing the Pledged Interest; (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interestdistributions, dividends, cash, instruments instruments, options, warrants, rights and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion conversion, reclassification or other like change of the Pledged SecuritiesInterest; (vd) subject all rights, privileges, powers, authority, claims and interests of Pledgor relating to Section 5, all rights and privileges of each Pledgor or with respect to the Pledged Securities Interest and other the property referred to in clauses (i), (ii), (iiib) and (ivc) above (above, including, without limitation, under any operating agreement and any other organizational document of Borrower; (e) all collateral granted books, records and other documents of Pledgor related to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities)Interests; (f) all general intangibles and investment property constituting, representing or otherwise evidencing any of the foregoing; and (vig) all proceeds of any of the foregoing (foregoing. Pledgor shall forthwith deliver the items referred Collateral to Lender, together with transfer powers in clauses (i) through (vi) above being collectively referred form and substance satisfactory to as Lender duly executed in blank regarding the “Collateral”). “Equity Interests” means In the event that the Collateral is now or is hereafter evidenced by any and all shares of capital stock, limited partnership interests, membership interests in a limited liability company, beneficial interests in a trust interest certificates or other equity ownership interests in a Personcertificates, Pledgor shall promptly deliver such certificates to Lender. Pledgor hereby covenants and agrees that it shall not sell, transfer or otherwise dispose of, or permit any and all warrantssecurity interest, options lien or other rights entitling the holder thereof encumbrance to purchase or acquire exist with respect to, any of the foregoingCollateral (other than the security interest of Lender contemplated hereby).
Appears in 1 contract
Pledge. (a) As security for the payment and performance, as the case may be, in full of the Obligations, each The Pledgor hereby grants, mortgages, pledges, hypothecates and transfers pledges to the Administrative Agent, its successors and assignsIndenture Trustee, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, Indenture Trustee a continuing security interest in, the following (collectively, the "Pledged Collateral"):
(a) all of such Pledgor’s 's rights in the LP Units (the "Pledged LP Units") and all of Pledgor's rights as a partner in each Subsidiary Partnership and to the property (and interests in property) that is owned by each Subsidiary Partnership;
(b) all of Pledgor's rights, if any, to participate in the management of each Subsidiary Partnership;
(c) all rights, privileges, authority and powers of Pledgor as owner or holder of the LP Units in each Subsidiary Partnership, including, but not limited to, all general intangibles and contract rights related thereto;
(d) all documents and certificates representing or evidencing Pledgor's partnership interest in each Subsidiary Partnership;
(e) all of Pledgor's interest in and to the profits and losses of the Subsidiary Partnerships and Pledgor's right as a partner of the Subsidiary Partnerships to receive distributions of the Subsidiary Partnership's respective assets, upon complete or partial liquidation or otherwise;
(f) all of Pledgor's right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal and interest on any loans and/or other extensions of credit made by Pledgor or interest, dividendsits Affiliates to the Subsidiary Partnerships and any all instruments creating or evidencing such rights;
(g) all distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, or in exchange for or upon for, Pledgor's partnership interest in the conversion Subsidiary Partnerships; and
(h) any other right, title, interest, privilege, authority and power of the Pledged Securities; (v) subject Pledgor in or relating to Section 5the Subsidiary Partnerships, all rights whether now existing or hereafter arising, and privileges of each Pledgor with respect whether arising under a partnership agreement (as the same may be amended, modified or restated from time to the Pledged Securities time) or otherwise, or at law or in equity and other property referred to in clauses (i), (ii), (iii) any and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares books and records of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof Pledgor pertaining to purchase or acquire any of the foregoing. Notwithstanding the foregoing, it is expressly understood and agreed that the security interest in the Pledged Collateral shall be subordinate to the security interest of III Finance, Ltd. (the "Lender") in connection with Senior Indebtedness provided by the Lender to the Pledgor.
Appears in 1 contract
Samples: Pledge Agreement (Aegis Consumer Funding Group Inc)
Pledge. (a) As security for To secure the payment and performance, as the case may be, in full of the ObligationsObligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grantsgrant, mortgages, pledges, hypothecates pledge and transfers assign to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, Pledgee for the ratable benefit of the Secured PartiesCreditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of such Pledgor’s its right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in and to the future may acquire any rightfollowing, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedfrom time to time acquired (collectively, together with its interest the “Collateral”):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in the property of each such PersonCollateral Account, its interest 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 the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such PersonCollateral Account, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any investments and all certificates and other organizational document or similar agreement of each such Person and the certificatesInstruments (including depository receipts, if any) from time to time representing or evidencing the same, representing and all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” anddividends, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividendsdistributions, cash, instruments cash and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged 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; (v) subject , together with all rights, privileges, authority and powers of such Pledgor relating to Section 5, all rights and privileges such Securities in each such issuer or under any organizational document of each Pledgor with respect to such issuer, and the Pledged certificates, instruments and agreements representing such Securities and other property referred 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 clauses (i)each limited liability company to which each such interest relates, (ii)whether now existing or hereafter acquired, (iii) and (iv) above (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 collateral granted the capital thereof 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 for the benefit 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 as security against any such limited liability company for the Pledged Debt Securities); and monies loaned or advanced, for services rendered or otherwise;
(viE) all proceeds 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 (the items referred or for any Limited Liability Company Asset, to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means enforce or execute any and all shares of capital stockchecks, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests instruments or orders, to file any claims and to take any action in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire 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 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 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. 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 grant of a security interest in any Excluded Equity Interests.
Appears in 1 contract
Samples: Pledge Agreement (STG Group, Inc.)
Pledge. (The Pledgor agrees as follows:
a) As collateral security for the due payment and performanceperformance of all indebtedness and other liabilities and obligations of the Pledgor under, arising out of, or in any way connected with the Note and all instruments, agreements and documents executed, issued and delivered pursuant thereto, including, without limitation, this Agreement, whether now existing or hereafter arising (all hereinafter referred to collectively as the case may be"Obligations"), in full of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates assigns, hypothecates, delivers and transfers sets over to the Administrative Agent, its successors and assignsSecured Party all the Pledged Stock owned by the Pledgor, and hereby grants to the Administrative Agent, its successors Secured Party a first lien and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such Pledgor’s right, title the Pledged Stock and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (iproceeds thereof.
b) Equity Interests (as defined below) now or in If the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right shall become entitled to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of shall receive any such Person, and all of its rights under each stock certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital), option or rights, whether as an addition to, in substitution of, or in exchange for any shares of the Pledged Stock, or otherwise, the Pledgor shall accept any such Pledgor or instruments as the Secured Party's agent, shall hold them in trust for the benefit of such Pledgor Secured Party, and shall deliver them forthwith to the Secured Party in the exact form received, with the Pledgor's endorsement when necessary and/or appropriate stock powers duly executed in blank, to be held by the Secured Party, subject to the terms hereof, as further collateral security for the Obligations.
c) In the event of the occurrence and continuation of any Event of Default defined or specified in the Note, the Secured Party or his nominee may, in addition to any other rights the Secured Party may possess in such event and without notice, exercise the right to receive dividends payable thereon, the right to exchange, at its discretion, any and all of the Pledged Debt SecuritiesStock upon the merger, consolidation, reorganization, recapitalization or other readjustment of the Corporation or upon the exercise by the Corporation of any right, privilege or option pertaining to any shares of the Pledged Stock, and in connection therewith, to deposit and deliver any and all of the Pledged Stock with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by him, but the Secured Party shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing.
d) In the event of the occurrence of any Event of Default defined or specified in the Note, all distributions with respect to any part of the Pledged Stock shall be paid to the Secured Party to be held by the Secured Party as additional security hereunder until applied to the Obligations.
e) In the event of the occurrence and continuation of any Event of Default defined or specified in the Note, the Secured Party without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Pledgor or any other person (all and each of which demands, advertisements and/or notices are, to the extent permitted by law, hereby expressly waived); , may forthwith collect, receive, appropriate and realize upon the Pledged Stock, or any part thereof, take title to and hold the Pledged Stock, or any part thereof, and/or may forthwith, to the extent permitted by applicable law, sell, assign, give an option or options to purchase, contract to sell or otherwise dispose of and deliver said Pledged Stock, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange, broker's board or at any of the Secured Party's offices or elsewhere at such prices and on such terms (viincluding, without limitation, a requirement, if necessary under applicable securities laws, that any purchaser of all or any part of the Pledged Stock shall be required to purchase the Pledged Stock for investment and without any intention to make a distribution thereof) all as shall be commercially reasonable, for cash or on credit or for future delivery without assumption of any credit risk, with the right to the Secured Party or any purchaser upon any such sale or sales, whether public or private, to purchase the whole or any part of the Pledged Stock so sold, free of any right in the Pledgor, which right is hereby expressly waived and released.
f) The proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to collection, recovery, receipt, appropriation, realization or sale as the “Collateral”). “Equity Interests” means any and all shares of capital stockaforesaid, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.shall be applied as follows:
Appears in 1 contract
Samples: Pledge Agreement (Digital Creative Development Corp)
Pledge. (a) As security for To secure the payment and performance, as the case may be, in full of the ObligationsObligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grantsgrant, mortgages, pledges, hypothecates pledge and transfers assign to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, Pledgee for the ratable benefit of the Secured PartiesCreditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of such Pledgor’s its right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in and to the future may acquire any rightfollowing, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedfrom time to time acquired (collectively, together with its interest the “Collateral”):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in the property of each such PersonCollateral Account, its interest 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 the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such PersonCollateral Account, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any investments and all certificates and other organizational document or similar agreement of each such Person and the certificatesInstruments (including depository receipts, if any) from time to time representing or evidencing the same, representing and all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” anddividends, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividendsdistributions, cash, instruments cash and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged 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; ;
(vc) subject all Limited Liability Company Interests owned by such Pledgor from time to Section 5time and all of its right, all rights title and privileges of interest in each Pledgor with respect limited liability company to the Pledged Securities and other property referred to in clauses (i)which each such interest relates, (ii)whether now existing or hereafter acquired, (iii) and (iv) above (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 collateral granted the capital thereof 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 for the benefit 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 as security against any such limited liability company for the Pledged Debt Securities); and monies loaned or advanced, for services rendered or otherwise;
(viE) all proceeds 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 (the items referred or for any Limited Liability Company Asset, to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means enforce or execute any and all shares of capital stockchecks, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests instruments or orders, to file any claims and to take any action in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire 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 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 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 (x) except in the circumstances and to the extent provided by Section 8.13 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
Samples: Pledge Agreement (Town Sports International Holdings Inc)
