Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"): (a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities of such Pledgor from time to time; (c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to 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 foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing; (f) all Financial Assets and Investment Property of such Pledgor from time to time; and (g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (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. To secure (a) As security for the Obligations now or hereafter owed or to be performed by such Pledgorpayment and performance, as the case may be, in full of the Obligations, each Pledgor does hereby grantgrants, pledge mortgages, pledges, hypothecates and assign transfers to the Pledgee Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured CreditorsParties, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the 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 to the following, 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 time to time acquired (collectivelyeach such Person, whether in cash or other property, and whether during the "Collateral"):
(a) each continuance of or on account of the Collateral Accountsliquidation of any such Person, including any and all assets of whatever type its rights under each certificate or kind deposited by such Pledgor in such Collateral Accountarticles of incorporation, whether now owned or hereafter acquiredbylaws, existing or arisingpartnership agreement, includinglimited liability company agreement, without limitationoperating agreement, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein declaration of any type or nature deposited or required by the Credit Agreement trust or any other Secured Debt Agreement to be deposited in organizational document or similar agreement of each such Collateral Account, Person and all investments and all certificates and other Instruments (including depository receiptsthe 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) from time all debt securities now or in the future held by or issued to time representing 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 evidencing the sameinterest, and all dividends, interestcash, distributions, cash instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or all upon the conversion of the foregoing;
Pledged Securities; (bv) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities of such Pledgor from time and other property referred to time;
in clauses (ci), (ii), (iii) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, (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 other payments due or to become due collateral granted 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, for the benefit of such Pledgor against any such limited liability company as security for moneys loaned or advanced, for services rendered or otherwise;
the Pledged Debt Securities); and (Evi) 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 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 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 foregoing rights only holder thereof 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 purchase or in addition to 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: Pledge Agreement (Jupitermedia Corp), Pledge Agreement (Jupitermedia Corp), Pledge Agreement (Jupitermedia Corp)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee As security for the benefit payment and performance of the Secured Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the rightObligations, title the Pledgor hereby pledges to the Secured Party and grants to the Secured Party a security interest (the “Security Interest”) in and to the following, whether now existing or hereafter from time including any securities account containing a securities entitlement with respect to time acquired the following (collectively, the "“Collateral"”):
(a) each of The Pledged Shares and the Collateral Accountscertificates representing the Pledged Shares, including any and all assets future, issued and outstanding shares of whatever type capital stock, or kind deposited by such Pledgor in such Collateral Accountother equity or investment securities of, or partnership, membership, or joint venture interests in, each subsidiary, whether now owned or hereafter acquiredacquired by the Pledgor and whether or not evidenced or represented by any stock certificate, existing certificated security or arisingother instrument, including, without limitationtogether with the certificates representing such equity interests, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates options and other Instruments (including depository receiptsrights, if any) from time to time representing contractual or evidencing the sameotherwise, in respect thereof, and all dividends, interestcash, distributions, cash instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;.
(b) all Securities All additional shares of such Pledgor from time to time;
(c) all Limited Liability Company Interests stock of such Pledgor any issuer of the Pledged Shares from time to time acquired by the Pledgor in any manner, and the certificates representing such additional shares, and all of its rightdividends, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to 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 instruments 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;of such shares.
(c) All investment property, financial assets, securities, capital stock, other equity interests, stock options and commodity contracts of the Pledgor, all notes, debentures, bonds, promissory notes or other evidences of indebtedness payable or owing to the Pledgor, and all other assets now or hereafter received or receivable with respect to the foregoing.
(d) all Partnership Interests of such Pledgor from time to time The Pledged Debt set forth on Schedule I and the instruments evidencing the Pledged Debt set forth on Schedule I, and all of its rightinterest, 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 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 instruments 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;of the Pledged Debt set forth on Schedule I.
(e) all Security Entitlements of such Pledgor 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.
(g) All securities entitlements of the Pledgor in any and all of the foregoing;.
(fh) All present and future increases, profits, combinations, reclassifications, and substitutes and replacements for all Financial Assets and Investment Property or part of such Pledgor from time to time; andthe foregoing Collateral.
(gi) all Proceeds All proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, foregoing (x) except as otherwise provided in Section 8.12 including proceeds that constitute property 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 Corporationtypes described above).
Appears in 3 contracts
Samples: Pledge Agreement (Global Employment Holdings, Inc.), Pledge Agreement (Global Employment Holdings, Inc.), Pledge Agreement (Global Employment Holdings, Inc.)
Pledge. To secure the Obligations now or hereafter owed or and for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to be performed 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, each Pledgor does hereby grantif any, pledge and assign delivers to the Pledgee for certificates or instruments therefor, duly endorsed in blank in the benefit case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the Secured Creditorscase of Stock, Partnership Interests or Membership Interests, as the case may be, or such other instruments of transfer as are acceptable to the Pledgee;
(iii) assigns, transfers, hypothecates, mortgages, charges and does hereby create a continuing security interest in favor of sets over to the Pledgee for the benefit of the Secured Creditors in, all of the such Pledgor's right, title and interest in and to the followingsuch Securities (and in and to all certificates or instruments evidencing such Securities), whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required be held by the Credit Agreement or any other Secured Debt Agreement to be deposited Pledgee, upon the terms and conditions set forth in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoingthis Agreement;
(biv) grants, pledges, assigns and transfers to the Pledgee all Securities of such Pledgor from time to time;
Pledgor's (cx) all Limited Liability Company Interests of such Pledgor from time to time Partnership Interest and all of its such Pledgor's right, title and interest in each limited liability company to which Pledged Partnership and (y) Membership Interest and all of such Pledgor's right, title and interest in each such interest relatesPledged LLC, whether now existing or hereafter acquired, in each case including, without limitation:
(Aa) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company InterestsPartnership Interest and/or Membership Interest;
(Bb) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interestssuch 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;
(Cc) all of its claims, rights, powers, privileges, authority, options, security interestsinterest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company InterestsPartnership Interest and/or Membership Interest;
(Dd) all present and future claims, if any, of such the Pledgor against any such limited liability company Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(Ee) all of such Pledgor's rights under any partnership agreement or 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 Intereststhe Partnership Interest and/or Membership Interest, including any power to terminate, cancel or modify any partnership agreement or 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 any Partnership Interest or Membership Interest and any such limited liability company, Pledged Partnership and any 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 Assetforegoing, 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;
(Ff) 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 foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) to the extent not otherwise included, all Proceeds proceeds of any and or 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 2 contracts
Samples: Pledge Agreement (National Tobacco Co Lp), Pledge Agreement (National Tobacco Co Lp)
Pledge. To secure As security for the Obligations now payment or hereafter owed or to be performed by such Pledgorperformance, as the case may be, in full of the Secured Obligations, each Pledgor does hereby grant, pledge assigns and assign pledges to the Pledgee Agent, its successors and permitted assigns, for the benefit of the Secured CreditorsParties, and does hereby create a continuing security interest in favor of grants to the Pledgee Agent, its successors and permitted assigns, for the benefit of the Secured Creditors inParties, a security interest in all of the such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock shall be listed on Schedule III) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (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 followingextent that, whether now existing and for so long as doing so would violate applicable law or hereafter from time regulation or a shareholder agreement or other contractual obligation (in each case, after giving effect to time acquired (collectivelySection 9-406(d), the "Collateral"):
(a) each 9-407(a), 9-408 or 9-409 of the New York UCC and other applicable law or similar provisions in similar codes, statutes or laws in other jurisdictions (the “Anti-Non-Assignment Clauses”)) binding on such Equity Interests or (ii) any Equity Interests as to which the Agent and the Borrower shall reasonably determine in writing that such Equity Interests shall be excluded from Collateral Accountshereunder pursuant to the Agreed Security Principles, including (b)(i) the debt securities currently issued to any and all assets of whatever type or kind deposited by Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed on Schedule III), (ii) any debt securities in the future issued to such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by and (iii) the Credit Agreement or promissory notes and any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receiptsinstruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) from time subject to time representing Section 2.06, all payments of principal or evidencing the sameinterest, and all dividends, interestcash, distributions, cash instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of other proceeds received in respect of, the foregoing;
securities referred to in clauses (a) and (b) above; (d) subject to Section 2.06, all Securities rights and privileges of such Pledgor from time with respect to time;
the securities and other property referred to in clauses (a), (b) and (c) all Limited Liability Company Interests of such Pledgor from time to time above 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:
(Ae) 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 proceeds 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 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 foregoing rights only items referred to be exercisable upon the occurrence and during the continuation of an Event of Default); and
in clauses (Fa) 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;
through (e) all Security Entitlements of such Pledgor from time above being collectively referred to time as the “Pledged Collateral”); provided that with respect to EVERTEC Costa Rica, S.A., the Pledged Collateral shall not include any Equity Interests that are pledged pursuant to a separate pledge agreement in any and all favor 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 Agent for the benefit 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 CorporationSecured Parties.
Appears in 2 contracts
Samples: Collateral Agreement, Collateral Agreement (EVERTEC, Inc.)
Pledge. To secure As security for the Obligations now payment or hereafter owed or to be performed by such Pledgorperformance, as the case may be, in full of the Secured Obligations, each Pledgor does Grantor hereby grant, pledge assigns and assign pledges to the Pledgee Administrative Agent, its permitted successors and assigns, for the benefit of the Secured CreditorsParties, and does hereby create a continuing security interest in favor of grants to the Pledgee Administrative Agent, its permitted successors and assigns, for the benefit of the Secured Creditors inParties, a security interest in all of the such Grantor’s right, title and interest in, to and under, in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, case whether now owned or hereafter acquiredacquired by such Grantor or in which such Grantor now has or in the future may acquire any right, existing title or arisinginterest: (a)(i) the shares of capital stock and other Equity Interests owned by such Grantor, including, without limitationin any event, those listed opposite the name of such Grantor on Schedule I hereto, (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates or other instruments representing all Financial Assetssuch Equity Interests (if any) together with all stock powers or other instruments of transfer with respect thereto; (clauses (i), Investment Property(ii) and (iii), moneyscollectively, checks, drafts, Instruments, Securities or interests therein the “Pledged Equity Interests”); provided that the Pledged Equity Interests and the Pledged Collateral shall not include (A) Equity Interests of any type Person (other than a Wholly Owned Subsidiary), to the extent not permitted or nature deposited or required restricted by the Credit Agreement 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 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 Secured Debt Agreement 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 deposited 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 Collateral Account, and all investments and all certificates and other Instruments Equity Interest hereunder (including depository receipts, if anyany 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 representing owned by such Grantor, including, in any event, Indebtedness listed opposite the name of such Grantor on Schedule I hereto, (ii) all Indebtedness in the future issued to or otherwise acquired by such Grantor and (iii) the promissory notes and any other instruments evidencing all such Indebtedness (collectively, the same“Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01 and Section 2.02; (d) subject to Section 2.05, and all payments of principal or interest, dividends, interestcash, distributions, cash instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of other Proceeds received in respect of, the foregoing;
securities referred to in clauses (a), (b) all Securities of such Pledgor from time to time;
and (c) above; (e) subject to Section 2.05, all Limited Liability Company Interests rights and privileges of such Pledgor from time Grantor with respect to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to 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 securities and other property at any time referred to in clauses (a), (b), (c) 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 above; 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 foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) except as otherwise provided in Section 8.12 of the Credit Agreement, no Pledgor (foregoing to the extent that it is such Proceeds would constitute property referred to in clauses (a) through (e) above (the Borrower or a Domestic Subsidiary of items referred to in clauses (a) through (f) above being collectively referred to as 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“Pledged Collateral”).
Appears in 2 contracts
Samples: Credit Agreement (TA Holdings 1, Inc.), Collateral Agreement (TA Holdings 1, Inc.)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) each of the Collateral Accounts, Accounts including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein Assets in respect of an equity interest in any Person of any type or nature deposited or required by the Credit Agreement, IRL Agreement or any other Secured Debt Agreement Guaranteed Documents to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of such Pledgor from time to timetime 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 5.10(b) of the Credit Agreement, as not required to be pledged);
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company com- pany 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 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 foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default)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 timetime in respect of any of the foregoing; and
(g) to the extent not otherwise included, 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 Agreement3.2, 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 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 Corporation and (y) 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 CorporationCompany.
Appears in 2 contracts
Samples: Increasing Rate Note Purchase and Loan Agreement (Wyndham International Inc), Credit Agreement (Wyndham International Inc)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, grant and pledge and assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(a) each of the Collateral 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 or at any and all assets of whatever type time hereafter on deposit therein, credited thereto or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Accountpayable thereon, and all investments and all certificates instruments, documents and other Instruments (including depository receipts, if any) writings from time to time representing or evidencing the sameConcentration Accounts, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities Stock of the Borrower, Arlington or any Vessel Subsidiary Guarantor owned by such Pledgor from time to timetime and all options and warrants owned by such Pledgor from time to time to purchase Stock of the Borrower, Arlington or any such Vessel Subsidiary Guarantor;
(c) all Limited Liability Company Interests of in the Borrower, Arlington or any Vessel Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to 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 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 against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's ’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 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 ’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)foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(ge) 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 2 contracts
Samples: Pledge Agreement (Gener8 Maritime, Inc.), Credit Agreement (Gener8 Maritime, Inc.)
Pledge. (i) To secure the Obligations (other than the Intermediate Holdco Credit Document Obligations) now or hereafter owed or to be performed by such PledgorPledgor (but subject to clause (x) of the proviso at the end of this Section 3.1 in the case of Voting Equity Interests of Exempted Foreign Entities pledged hereunder), each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the Secured Creditors, 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 the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(a) each of the Collateral AccountsAccounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of owned or held by such Pledgor from time to timetime and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(c) all Limited Liability Company Interests of 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 Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests of owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the its capital thereof 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 moneys monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's ’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)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 of owned by 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 (other than Excluded Proceeds) of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, ; provided that (x) except as otherwise provided in Section 8.12 no Voting Equity Interests 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 Exempted Foreign Entity which represents more than 65% of the total combined voting power of all classes of Voting Stock Equity Interests of any the respective Exempted Foreign Corporation and Entity shall be pledged hereunder, (y) each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock 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 Foreign CorporationInstruments (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. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, grant and pledge and assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(a) each of the Collateral 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 or at any and all assets of whatever type time hereafter on deposit therein, credited thereto or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Accountpayable thereon, and all investments and all certificates instruments, documents and other Instruments (including depository receipts, if any) writings from time to time representing or evidencing the sameConcentration Accounts, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities Stock of the Borrower or any Vessel Subsidiary Guarantor owned by such Pledgor from time to timetime 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 of in the Borrower or any Vessel Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to 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 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 against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's ’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 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 ’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)foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(ge) 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 2 contracts
Samples: Pledge Agreement (Gener8 Maritime, Inc.), Credit Agreement (Gener8 Maritime, Inc.)
Pledge. To secure the Obligations now or hereafter owed or Pledgors hereby pledge to be performed by such PledgorAgent, each Pledgor does hereby grant, pledge and assign grant to the Pledgee Agent for itself and the benefit of the Secured CreditorsLenders, and does hereby create a continuing first priority security interest in favor (other than the shares of the Pledgee AG Processing Inc., CF Industries, Inc., Universal Cooperatives, Inc. and CoBank, ACB, in which Agent for itself and the benefit of the Secured Creditors Lenders shall have a 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 the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired following (collectively, the "Pledged Collateral"):
(a) each of the Collateral Accounts, including any Pledged Shares and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the samePledged Shares, and all dividends, interest, distributions, cash 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 the foregoing;Pledged Shares; and
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company the Pledged Interests of such Pledgor from time to time and all of its rightthe certificates representing the Pledged Interests, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquiredif any, including, without limitation:
, (Ai) all the capital thereof of Pledgors' rights, powers, and its interest in all profitsremedies under each Operating Agreement, lossesand (ii) any rights to properties, Limited Liability Company Assets assets, distributions, liquidating distributions and other distributions to which such Pledgor shall at any time be entitled allocations of profits and losses in respect of such Limited Liability Company Pledged 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 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
(Fc) all 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 property hereafter delivered in substitution for options or in addition rights with respect to any such interests from time to time acquired by the Pledgors in any manner (which equity interests shall be deemed to be part of the foregoingPledged Shares and which limited liability company interests shall be deemed to be part of the Pledged Interests), all and the certificates and instruments representing or evidencing such other property additional shares, and all dividends, distributions, cash, securities, interest, dividends, rights instruments and other property at any time and or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;of such Stock; and
(d) all Partnership Interests of such Pledgor from time to time the Pledged Indebtedness and the promissory notes or instruments evidencing the Pledged Indebtedness, and all of its rightinterest, title and interest in each partnership to which each such interest relatescash, 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 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 assets from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;the Pledged Indebtedness; and
(e) all Security Entitlements of additional Indebtedness arising after the date hereof and owing to the Pledgors and evidenced by promissory notes or other instruments, together with such Pledgor promissory notes and instruments, and all interest, cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in any and all respect 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 CorporationPledged Indebtedness.
Appears in 2 contracts
Samples: Credit Agreement (Agway Inc), Credit Agreement (Agway Inc)
Pledge. To secure As security for the Obligations now or hereafter owed or to be performed by such Pledgorpayment and performance in full of the Obligations, each Pledgor does hereby grant, pledge pledge, hypothecate, mortgage, charge and assign to the Pledgee Administrative Agent for the benefit of the Secured CreditorsParties, and does hereby grant and create a continuing security interest in favor of the Pledgee Administrative Agent for the benefit of the Secured Creditors Parties in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(ai) 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 of the Collateral AccountsAccount, including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, arising (including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities Instruments or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement Loan Document to be deposited in such Collateral Account, and all investments and all certificates and other Instruments instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing);
(biii) all Securities of such Pledgor from time to time;
Pledgor’s (cx) all Limited Liability Company Partnership Interests of such Pledgor from time to time and all of its such Pledgor’s right, title and interest in each limited liability company to which Pledged Partnership and (y) Membership Interests and all of such Pledgor’s right, title and interest in each such interest relatesPledged LLC, whether now existing or hereafter acquired, in each case including, without limitation:
(Aa) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Partnership Interests and/or Membership Interests;
(Bb) all other payments due or to become due to such Pledgor in respect of Limited Liability Company such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(Cc) 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 operating agreement, or at law or otherwise in respect of such Limited Liability Company Partnership Interests, Membership Interests, Pledged Partnership and/or Pledged LLC;
(Dd) all present and future claims, if any, of such Pledgor against any such limited liability company Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(Ee) all of such Pledgor's ’s rights under any partnership agreement or 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 the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or 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 any Partnership Interests or Membership Interests and any such limited liability company, Pledged Partnership and any 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, enforce or collect or receipt for any of the foregoing or for any Limited Liability Company Assetforegoing, to enforce or execute any checks, checks or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(Ff) 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 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;
(eiv) all Security Entitlements of owned by 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
(gv) 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 2 contracts
Samples: Credit Agreement (American Residential Properties, Inc.), Credit Agreement (American Residential Properties, Inc.)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such PledgorNotwithstanding any other provision in this Agreement, each Pledgor does hereby grant, Member shall be entitled to pledge and assign to the Pledgee for the benefit of the Secured Creditorsits Interests to, and does hereby create a continuing otherwise xxxxx x xxxx and security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company its Interests of such Pledgor from time to time and all of its right, title and interest under this Agreement in each limited liability company to which each such interest relatesfavor of, whether now existing the Company’s lenders (or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action an agent on behalf of and such lenders) without any further consents, approvals or actions required by such 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 any Member’s Interests is in effect, no consent of the name of Company or any Member shall be required to permit a pledgee thereof to be substituted for such Member under this Agreement upon the exercise of such Pledgor in pledgee’s rights with respect to such Interests. Upon closing of such Limited Liability Company 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 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 grant a security interest 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 under this Agreement in favor of, the agent of the Company’s lenders (in such capacity, together with its successors, assigns and designated agents, as well as each partnership and every subsequent replacement thereof, including under or with respect to which each successor and each new credit agreement, including each such interest relatesreplacement’s successors, whether now existing or hereafter acquiredassigns and designated agents, including, without limitation:
(Athe “Agent”) all on behalf of itself and various lenders from time to time party to certain financing documents with 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 Company. Upon the exercise of the Agent’s rights in respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interestspledge and security interest, 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 agreementthe Agent, or at law or otherwise any purchaser of a Member’s Interests from the Agent, shall be substituted for such Member as a Member under this Agreement, and such substituted Member shall have all rights and powers as a Member under this Agreement. So long as any pledge of any Interests is in respect effect, this provision shall inure to the benefit of such Partnership Interests;
(D) all present pledgee and future claimsits successors, if anyassigns and designated agents, as an intended third party beneficiary, and no amendment, modification or waiver of, or consent with respect to this provision shall in any event be effective without the prior written consent 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 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 Corporationpledgee.
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (SRAM International Corp)
Pledge. To secure the Applicable Obligations now or hereafter owed or to be performed by for such PledgorPledgor and for the purposes set forth in Section 1, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the relevant Secured Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(ai) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(bii) all Securities of owned by such Pledgor from time to timetime and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(ciii) all Limited Liability Company Interests of owned by such Pledgor from time to time and all of its such Pledgor's right, title and interest in each limited liability company to which each such interest relatesinterests relate, whether now existing or hereafter acquired, including, without limitation:
(A1) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets Assets, distributions and other distributions payments to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B2) 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;
(C3) all of its claims, rights, powers, privileges, authority, options, security interestsinterest, 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;
(D4) all present and future claims, if any, of any of such Pledgor against any such limited liability company Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(E5) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interests Interest and any such limited liability companyPledged 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 foregoingforegoing (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default); and
(F6) 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;
(div) all Partnership Interests of owned by such Pledgor from time to time and all of its such Pledgor's right, title and interest in each partnership to which each such interest relatesinterests relate, whether now existing or hereafter acquired, including, without limitation:
(A1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets Assets, distributions and other distributions payments to which such Pledgor shall at any time be entitled in respect of any such Partnership InterestsInterest;
(B2) all other payments due or to become due to such Pledgor in respect of any such Partnership InterestsInterest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C3) all of its claims, rights, powers, privileges, authority, options, security interestsinterest, liens and remedies, if any, under any partnership or other agreement or operating agreement, or at law or otherwise in respect of any such Partnership InterestsInterest;
(D4) all present and future claims, if any, of such Pledgor against any such partnership Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(E5) 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 any Partnership InterestsInterest, including any power power, if any, to terminate, cancel or modify any general or limited 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 Interest and any such partnershipPledged 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 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 only upon the occurrence and during the continuation of an a Noticed Event of Default); and;
(F6) 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;
(ev) all Financial Assets and Investment Property owned by such Pledgor from time to time;
(vi) all Security Entitlements of owned by 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
(gvii) 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 2 contracts
Samples: Pledge Agreement (Rj Reynolds Tobacco Holdings Inc), Pledge Agreement (Reynolds American Inc)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such PledgorThe Pledgors hereby pledge, each Pledgor does hereby grantcharge, pledge and assign grant to the Pledgee Administrative Agent, for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired following (collectively, the "“Pledged Collateral"”):
(a) each of the Collateral Accounts, including any Pledged Shares and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the samePledged Shares, and all dividends, interest, distributions, cash distributions and other property products or proceeds of the foregoing from time to time received, receivable received or otherwise distributed in respect of or in exchange for any or all of the foregoing;Pledged Shares, it being understood that the term Pledged Shares shall include membership interests of limited liability companies whether or not such membership interests are evidenced by certificates; and
(b) all Securities any additional shares of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor 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), and the certificates representing such additional shares or membership interests, and all of its rightdividends, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets distributions 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 products 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 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 received or otherwise distributed in respect of or in exchange for any or all thereof;of such stock or membership interests; and
(dc) all Partnership Interests 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 owned by a Pledgor in any subsidiary or affiliate of such Pledgor from time listed on Schedule “A” attached to time the Security Agreement and any 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 ownership interest, (iii) Capital Stock in (A) any Foreign Subsidiary other than, in the case of a Foreign Subsidiary owned directly by a Pledgor, 65% of the aggregate Capital Stock of such Foreign Subsidiary with ordinary voting power and 100% of the Capital Stock of such Foreign Subsidiary without ordinary voting 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 Subsidiary held by a Pledgor (other than the 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 will be deemed to have had, and at all of its righttimes to have had, title and a security interest in each partnership 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 which each such interest relates, whether now existing or hereafter acquired, the extent that the Administrative Agent and the Borrowers shall have determined that the costs (including, without limitation:
(A, recording taxes and filing fees) all of creating and perfecting a Lien on such property interests are excessive in relation to 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 value of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (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 Corporationsecurity afforded thereby.
Appears in 2 contracts
Samples: Pledge Agreement (Fortegra Group, LLC), Pledge Agreement (Fortegra Group, LLC)
Pledge. To secure The Pledgor hereby pledges to the Obligations now or hereafter owed or to be performed by such PledgorPledgee, each Pledgor does hereby grant, pledge and assign grants to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired following (collectively, the "CollateralPLEDGED COLLATERAL"):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether Pledged Shares now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, Pledgor and all investments and all certificates and other Instruments (including depository receiptsthe certificates, if any) from time to time , representing or evidencing the samesuch Pledged Shares, and all dividends, interestcash, distributionssecurities, cash 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 Pledged Shares;
(b) the Pledged Units now owned by the Pledgor and the certificates, if any, representing such Pledged Units, 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 Units, and all other cash, securities, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of such Pledgor from time to timePledged Units;
(c) all Limited Liability Company Interests additional shares of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets Prime Securities 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 securities acquired by the Pledgor in any manner with 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 to the Pledged Shares 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 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 Pledged Units (including, but not limited to, election 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 remedies) the Pledged Shares or option 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 to give otherwise distributed in respect of or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt in exchange for any or all 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 foregoingsuch securities; and
(Fd) all other property hereafter delivered to the Pledgee in substitution for for, as proceeds of, or in addition to any of the foregoingforegoing and all certificates, all certificates instruments and instruments documents representing or evidencing such other property 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 conversion of 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 foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (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 2 contracts
Samples: Pledge Agreement (Reschke Michael W), Pledge Agreement (Reschke Michael W)
Pledge. To secure Subject to the Obligations now last paragraph of Section 3.01(a), as security for the payment or hereafter owed or to be performed by such Pledgorperformance, as the case may be, in full of the Obligations, each Pledgor does hereby grant, pledge (except in the case of ULC Interests) assigns and assign pledges to the Pledgee Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured CreditorsParties, and does hereby create a continuing security interest in favor of grants to the Pledgee Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Creditors inParties, a security interest in all of the such Pledgor’s right, title and interest in in, to and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):under:
(a) each of the Collateral Accounts, including Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock on the Issue Date shall be listed on Schedule III) and any and all assets of whatever type or kind deposited other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i)(A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity 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 owned on or 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 Collateral AccountEquity 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, (vi) any Designated Securities or (vii) any Equity Interests, whether now owned or hereafter acquired, existing or arisingthat constitute Excluded Property;
(b) (i) the debt securities currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities on the Issue Date shall be listed on Schedule III), including(ii) any debt obligations in the future issued to such Pledgor having, without limitationin the case of each instance of debt securities, all Financial Assetsan aggregate principal amount in excess of $5.0 million, Investment Propertyand (iii) the certificates, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or promissory notes and any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receiptsinstruments, if any, evidencing such debt obligations (the “Pledged Debt Securities” and, together with the property described in clauses (b)(i) from time and (ii) above, the “Pledged Debt”); provided that the Pledged Debt shall exclude (1) 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;
(c) subject to time representing Section 2.05, all payments of principal or evidencing the sameinterest, and all dividends, interestcash, distributions, cash instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or all of upon the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time conversion of, and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled proceeds received 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 the Pledged Stock 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 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 thereofPledged Debt;
(d) subject to Section 2.05, all Partnership Interests rights and privileges of such Pledgor from time with respect to time the Pledged Stock, Pledged Debt and all of its right, title and interest other property referred to in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:clause (c) above; and
(Ae) 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 proceeds 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 (the Pledged Stock, Pledged Debt and other property referred to in clauses (c) through (e) being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together 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 foregoingright, all certificates and instruments representing or evidencing such other property and all cash, securitiestitle, interest, dividendspowers, rights privileges and other property at any time preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and from time to time receivedpermitted assigns, 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 the ratable benefit of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to timeSecured Parties, forever; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything subject, however, to the contrary contained in this Section 3.1terms, (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 covenants 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 Corporationconditions hereinafter set forth.
Appears in 2 contracts
Samples: First Lien Collateral Agreement, First Lien Collateral Agreement (Momentive Performance Materials Inc.)
Pledge. (a) To secure the Obligations now or hereafter owed or to be performed by of such PledgorPledgor and for the purposes set forth in Section 1 hereof, each Pledgor does hereby grant, pledge pledges and assign grants to the Pledgee for the benefit of the Secured Creditors, and does hereby create a first priority continuing security interest in favor in, and as part of such grant and pledge, hereby transfers and assigns to the Pledgee for the benefit of the Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
): (ai) such Pledgor's Partnership Interest in each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time Pledged Partnership Entity and all of its such Pledgor's right, title and interest in each limited liability company to which 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 relatesin each Pledged Limited Liability Company, in each case whether now existing or hereafter acquired, 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 InterestsInterest, 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 InterestsInterest, as the case may be, whether under any partnership agreement, limited liability company agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interestsinterest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or operating agreement, agreement or at law or otherwise in respect of such Partnership Interest or Limited Liability Company InterestsInterest, as the case may be;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company 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 InterestsInterest, 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 name of any of such Pledgor in respect of such Partnership Interest or Limited Liability Company Interests Interest and any such limited liability companyPledged Partnership Entity or Pledged Limited Liability Company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect collect, or receipt for any of the foregoing 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 foregoing; andforegoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuance of an Event of Default);
(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
(dG) to the extent not otherwise included, all Partnership Interests proceeds of such Pledgor from time to time and any or all of its rightthe foregoing.
(b) As used herein, title and interest in each partnership to which each such interest relates(i) the term "Partnership Assets" shall mean all assets, whether now existing tangible or hereafter acquiredintangible and whether real, personal or mixed (including, without limitation:
(A) , all the partnership capital thereof and its interest interests in all profitsother partnerships), losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such owned or represented by any Partnership Interests;
Interest; and (Bii) the term "Limited Liability Company Assets" shall mean all other payments due or to become due to such Pledgor in respect of Partnership Interestsassets, whether under any partnership agreement tangible or otherwiseintangible and whether real, whether as contractual obligations, damages, insurance proceeds personal 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 mixed (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 foregoingwithout limitation, all certificates limited liability company capital and instruments representing or evidencing such interests in other property and all cashlimited liability companies), securities, interest, dividends, rights and other property at any time and from time to time received, receivable owned or otherwise distributed in respect of or in exchange for represented by 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 CorporationLimited Liability Company Interest.
Appears in 1 contract
Samples: Credit Agreement (Eldertrust)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgorprompt and complete payment and performance of the Liabilities including, each without limitation, the obligations of the Pledgor does hereunder, the Pledgor hereby grantpledges, pledge hypothecates, assigns, transfers, sets over and assign to delivers unto the Pledgee Agent for the benefit of the Secured Creditors, Lenders and does hereby create the Issuing Lender a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the Pledgor's right, title and interest in and to the following, whether now owned or existing or hereafter from time to time acquired or arising (collectively, herein collectively called the "Collateral"):
(a) each the shares of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor stock listed in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral AccountSchedule I hereto, and all investments and all the ---------- certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the samePledged Shares, and all dividendsand, interestin the case of any uncertificated equity securities pledged hereunder, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such uncertificated equity securities shall contain a notation of the foregoing;
(b) all Securities security interest and the pledge granted to the Agent hereunder on the books and records of such Pledgor from time to time;
(c) all Limited Liability Company Interests the issuer of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and uncertificated equity securities in the name of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability companythe Agent, 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 thereofof such Pledged Shares;
(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;
(Bb) 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 tangible 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 intangible property 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 interests therein hereafter delivered to the Agent or any Lender or the Issuing Lender by the Pledgor in substitution for or in addition to any of the foregoing, all certificates certificates, notes and instruments representing or evidencing such other property 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 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
(ec) all Security Entitlements proceeds of such Pledgor from time to time in any and all of the foregoing;
(f) ; TO HAVE AND TO HOLD the Collateral, together with all Financial Assets rights, titles, interests, privileges and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any preferences appertaining or incidental thereto, unto the Agent, its successors and all of the foregoing. Notwithstanding anything assigns, forever, subject, however, to the contrary contained in this Section 3.1terms, (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 covenants ------- ------- 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 Corporationconditions hereafter set forth.
Appears in 1 contract
Samples: Credit Agreement (Nova Corp \Ga\)
Pledge. To secure As security for the Obligations now payment or hereafter owed or to be performed by such Pledgorperformance, as the case may be, in full of the Secured Obligations, each Pledgor does hereby grantpledges unto the Collateral Agent, pledge its successors and assign permitted assigns, and hereby grants to the Pledgee Collateral Agent, its successors and permitted assigns, for its own benefit and the benefit of the other Secured CreditorsParties, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the such Pledgor’s right, title and interest in in, to and to under the following, wherever located, and whether now existing or hereafter arising or acquired from time to time acquired time:
2.1. all shares of capital stock, limited liability company membership 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, the "Collateral"):
“Issuers”), and any shares of capital stock, limited liability company membership interests or other equity interests obtained in the future by the Pledgor, and the stock certificates or other security certificates (as defined in the UCC) representing all such shares, membership interests or equity interests; provided that, with respect to each (a) each first-tier Foreign Subsidiary whose Capital Stock is now or hereafter pledged hereunder by the Pledgor, and (b) Subsidiary in which substantially all of its assets consist of the Collateral AccountsCapital Stock of one or more Foreign Subsidiaries, including the Pledgor has pledged or will pledge stock representing 65% of the outstanding shares of Voting Stock of such Foreign Subsidiary or Subsidiary, as applicable, (or (i) such lesser percentage as is owned by Pledgor, or (ii) such greater percentage as is owned by Pledgor and is permitted by any and all assets of whatever type change in 26 U.S.C. §1ff or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement Applicable Law to be deposited pledged by Pledgor without such pledge resulting in United States income tax liability with respect to such Collateral AccountForeign Subsidiary or Subsidiary, as applicable) (the “Pledged Securities”);
2.2. all other Investment Property that may be delivered to, and all investments held by, the Collateral Agent pursuant to the terms hereof or to the ABL Collateral Agent or Term Loan Collateral Agent, in each case as agent for, among others, the Collateral Agent and all certificates and other Instruments (including depository receiptsthe Secured Parties, if any) from time pursuant to time representing or evidencing the sameterms of the applicable Intercreditor Agreement;
2.3. subject to Section 6, and all dividends, interestcash, distributions, cash instruments and other property from time to time received, receivable or otherwise distributed or distributable, in respect of of, or in exchange for any or for, the Pledged Securities referred to in clauses 2.1 and 2.2 above;
2.4. subject to Section 6, all rights and privileges of the foregoing;
(b) all Pledgor with respect to the Pledged Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions Investment Property referred 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 Interestsclauses 2.1, whether under any limited liability company agreement or otherwise2.2, 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 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 foregoing2.3 above; and
(F) 2.5. all other property hereafter delivered in substitution for or in addition to any proceeds 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 (the items referred to in clauses 2.1 through 2.5 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 permitted assigns, for its own benefit and the benefit of the other Secured Parties, until all of the foregoing rights only Secured Obligations (other than contingent indemnification obligations as to which no claims have been asserted) shall have been paid in full in cash; subject, however, to the terms, 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 securities now or hereafter included in the Pledged Securities shall be exercisable upon accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the occurrence ABL Collateral Agent, the Term Loan Collateral Agent or the Collateral Agent, as applicable, and during by such other instruments and documents as may be reasonably necessary or required or as the continuation Collateral Agent may reasonably request to perfect or maintain the perfection of an Event of Default); and
the Collateral Agent’s security interest in the Pledged Securities, and (Fb) all other property hereafter delivered in substitution for or in addition to any Investment Property consisting of securities and comprising part of the foregoing, all certificates Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgors and instruments representing or evidencing such other property 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 all cashthen being pledged hereunder, securitieswhich schedule shall be attached hereto as Schedule II and made a part hereof, interestas the same may be supplemented, dividends, rights and other property at any time and from time to time received, receivable amended or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor modified from time to time in accordance with the terms of this Agreement. Each schedule so delivered shall supersede 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 Corporationprior schedules so delivered.
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in each such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in each such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of owned or held by such Pledgor from time to timetime and all options and warrants owned by such Pledgor from time to time to purchase Securities;
(c) all Limited Liability Company Interests of 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, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(d) all Partnership Interests of 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 moneys monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's ’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)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 owned by such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of 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, ; provided that (x) except as otherwise in the circumstances and to the extent provided in by Section 8.12 8.13 of the Credit AgreementAgreement (in which case this clause (x) shall no longer be applicable), 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 total combined voting power of all classes of Voting Stock Equity Interests of any Exempted Foreign Corporation Entity, and (y) each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor of any Foreign CorporationPledgor, 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)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge pledge, hypothecate, mortgage, charge and assign to the Pledgee for the benefit of the Secured Creditors, 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 the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(ai) 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 of the Collateral AccountsAccount, including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, arising (including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities 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 Collateral Account, and all investments and all certificates and other Instruments instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing);
(biii) all Securities of such Pledgor from time to time;
Pledgor’s (cx) all Limited Liability Company Interests of such Pledgor from time to time Partnership Interest and all of its such Pledgor’s right, title and interest in each limited liability company to which Pledged Partnership and (y) Membership Interest and all of such Pledgor’s right, title and interest in each such interest relatesPledged LLC, whether now existing or hereafter acquired, in each case including, without limitation:
(Aa) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company InterestsPartnership Interest and/or Membership Interest;
(Bb) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interestssuch 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;
(Cc) all of its claims, rights, powers, privileges, authority, options, security interestsinterest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company InterestsPartnership Interest and/or Membership Interest;
(Dd) all present and future claims, if any, of such the Pledgor against any such limited liability company Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(Ee) all of such Pledgor's ’s rights under any partnership agreement or 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 Intereststhe Partnership Interest and/or Membership Interest, including any power to terminate, cancel or modify any partnership agreement or 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 any Partnership Interest or Membership Interest and any such limited liability company, Pledged Partnership and any 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 Assetforegoing, 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
(Ff) 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 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;
(eiv) all Security Entitlements of owned by 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
(gv) 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 required by Section 8.12 6.12 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 Margin Stock at any time and from time to time acquired owned by such Pledgor of any Foreign CorporationPledgor.
Appears in 1 contract
Pledge. To secure (a) As security for the full and prompt performance of the Obligations now or hereafter owed or to be performed by such and Pledgor’s obligations hereunder (collectively the “Pledge Obligations”), each Pledgor does hereby grantcollaterally assigns, pledge pledges and assign grants a Security Interest in and delivers to the Pledgee for the benefit of the Secured CreditorsParty stock certificate(s) (if any), and does hereby create a continuing security interest duly endorsed in blank or together with duly executed stock assignment(s) in favor of the Pledgee for the benefit of the Secured Creditors inParty, representing all of the rightPledged Equity (the “Collateral”), title and grants to the Secured Party a security interest in the Collateral, together with 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 followingforegoing stock or other securities subject to this Agreement, whether now existing as a result of merger, consolidation, dissolution, reorganization, recapitalization, interest payment, stock split, stock dividend, other dividend or hereafter from time to time acquired distribution, reclassification, redemption or any other change declared or made in the capital structure of the issuer of any of the Pledged Equity, or otherwise (collectively, the "Collateral"):
(a) each of the Collateral Accounts“Proceeds”), including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required Proceeds to be held by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and Party in the name of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability companysame manner as the property originally pledged hereunder, 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 foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) except as otherwise provided in Section 8.12 3. The Collateral and the Proceeds are herein collectively referred to as the “Pledged Collateral.”
(b) All certificates or instruments representing or evidencing the Pledged Collateral shall be delivered to and held by the Secured Party pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of the Credit Agreementtransfer or assignment in blank, no Pledgor (all in form and substance reasonably satisfactory to the extent that it is Secured Party. The Secured Party shall have the Borrower or a Domestic Subsidiary of the Borrower) shall be required right at any time to pledge hereunder more than 65% exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations.
(c) If the Pledged Collateral is issued as book-entry securities and not represented by certificates or other instruments, the Pledgor shall ensure that a share registrar, depositary or custodian of the Voting Stock of any Foreign Corporation share register will make an entry on the books and (y) each records reflecting this Agreement and the pledge over the Pledged Collateral created hereby. The Pledgor shall be required to pledge hereunder 100% deliver evidence of any Non-Voting Stock at any time and from time to time acquired by such Pledgor entry within three (3) business days after the execution of any Foreign Corporationthis Agreement.
Appears in 1 contract
Pledge. To secure (a) As security for the Obligations full payment or performance when due (whether at stated maturity, by acceleration or otherwise) of any and all of the Senior Debt now existing or hereafter owed or arising, the Pledgor hereby grants, pledges and collaterally assigns to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing security interest creates in favor of the Pledgee for Collateral Agent, a lien on (the benefit of the Secured Creditors in"SECURITY INTEREST") in all estate, all of the right, title and interest in of the Pledgor in, to and to under the followingfollowing collateral, whether now existing or hereafter from time acquired (the "LLC COLLATERAL"):
(i) the ownership interests in the Company and to time acquired 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 the certificates evidencing the same (collectively, the "CollateralPLEDGED INTERESTS"):);
(aii) each 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 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 the holders of, or otherwise in respect of, the Pledged Interests; provided, however, that such Security Interest in any Dividend 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 Dividend once such Dividend is distributed from the Distribution Account in accordance with the terms of the Collateral AccountsAgency Agreement and is no longer an asset of the Company;
(iii) without affecting the obligations of the Pledgor or the Company under any provision prohibiting such action hereunder, including 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) to the extent not included in the foregoing, all proceeds, products and accessions of and to any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arisingthe foregoing, including, without limitation, all Financial Assets"proceeds," as defined in the Uniform Commercial Code of the State of New York (the "UCC"), Investment Propertyincluding whatever is received upon any collection, moneysexchange, checks, drafts, Instruments, Securities sale or interests therein other disposition of any type or nature deposited or required by of the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral AccountLLC Collateral, and all investments and all certificates and other Instruments (including depository receiptsany property into which any of the LLC Collateral is converted, if any) from time to time representing whether cash or evidencing the samenoncash proceeds, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to 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) amounts paid or option payable under 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 foregoingLLC Collateral; andit 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.
(Fb) all other property hereafter delivered This Pledge Agreement secures, in substitution for or in addition to any of accordance with the foregoingprovisions hereof, 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;the Senior Debt.
(dc) all Partnership Interests of such The Collateral Agent and the Pledgor from time to time acknowledge 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 agree that 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 that may 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 exercised from time to time receivedhereunder during the continuance of a Trigger Event under the Collateral Agency Agreement, receivable or otherwise distributed will be exercised by the Collateral Agent subject to, and 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 accordance with, the terms 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 Collateral Agency Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 1 contract
Pledge. To secure As security for the Obligations now or hereafter owed or to be performed by such Pledgorpayment and performance in full of the Secured Obligations, each the Pledgor does hereby grant, pledge pledge, hypothecate, mortgage, charge and assign to the Pledgee Collateral Agent, for the benefit of the Secured Creditors, and does hereby grant and create a continuing security interest in favor of the Pledgee Collateral Agent, for the benefit of the Secured Creditors Creditors, in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(ai) each all of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now Pledged Securities owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required held by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) Pledgor from time to time representing (and all certificates or instruments, if any, evidencing the samesuch Pledged Securities), and including all dividends, interest, distributions, cash return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) Pledged Securities and all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time warrants, rights or options issued thereon or with respect thereto, and all of its the Pledgor’s (x) right, title and interest in each limited liability company to which Pledged Partnership and (y) right, title and interest in each such interest relatesPledged LLC, whether now existing or hereafter acquired, in each case including, without limitation:
(Aa) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets losses and other distributions to which such the Pledgor shall at any time be entitled in respect of such Limited Liability Company Pledged Partnership Interests and/or Pledged Membership Interests;
(Bb) all other payments due or to become due to such the Pledgor in respect of Limited Liability Company 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;
(Cc) 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 operating agreement, or at law or otherwise in respect of such Limited Liability Company InterestsPledged Partnership Interests and/or Pledged Membership Interests and/or any Pledged Partnership and/or Pledged LLC;
(Dd) all present and future claims, if any, of such the Pledgor against any such limited liability company Pledged Partnership and/or any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(Ee) all of such the Pledgor's ’s rights under any partnership agreement or operating or limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such the Pledgor relating to such Limited Liability Company the Pledged 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 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 the Pledgor in respect of such Limited Liability Company any Pledged Partnership Interests or Pledged Membership Interests and any such limited liability company, Pledged Partnership and any 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, enforce or collect or receipt for any of the foregoing or for any Limited Liability Company Assetforegoing, to enforce or execute any checks, checks or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(Ff) 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 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;
(eii) all Security Entitlements of such owned by the 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
(giii) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) except as otherwise provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 1 contract
Samples: Pledge Agreement
Pledge. To secure (a) As security for the Obligations now or hereafter owed or to be performed by such Pledgorfull and prompt performance of all Obligations, each Pledgor does hereby grantcollaterally assigns, pledge pledges and assign grants a security interest to Bank in the Shares and to the Pledgee extent stock certificate(s) exist for the benefit applicable Shares delivers to Bank such stock certificate(s), duly endorsed in blank or together with duly executed stock assignment(s) in favor of Bank, representing such applicable Shares (the Secured Creditors“Collateral”), and does hereby create grants to Bank a continuing security interest in favor the Collateral, together with 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 payment, stock split, stock dividend, other dividend or distribution, reclassification, redemption or any other change declared or made in the capital structure of the Pledgee for the benefit issuer of any of the Secured Creditors inPledged Equity, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired otherwise (collectively, the "Collateral"):
(a) each of the Collateral Accounts“Proceeds”), including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement Proceeds to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and held by Bank in the name of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability companysame manner as the property originally pledged hereunder, 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 foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) except as otherwise provided in Section 8.12 2. The Collateral and the Proceeds are herein collectively referred to as the “Pledged Collateral.”
(b) Upon any Pledgor’s acquisition of the Credit 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, no Pledgor (substantially in the form of Exhibit B, and to the extent that it is 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 Borrower or a Domestic Subsidiary pledge of the Borroweroutstanding 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 Collateral shall be required 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 right at any time to pledge hereunder more than 65% 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 and conditions governing the Shares, the applicable Pledgor shall cause the books of each entity whose Shares are part of the Voting Stock Pledged 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 Foreign Corporation securities included in the Pledged Collateral (including but not limited to the Shares) into the name of Bank and (y) each cause new certificates representing such securities to be issued in the name of Bank or its transferee. Each Pledgor shall will execute and deliver such documents, and take or cause to be required taken such actions, as Bank may reasonably request to pledge hereunder 100% perfect or continue the perfection of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign CorporationBank’s security interest in the Shares.
Appears in 1 contract
Samples: Pledge Agreement (Apex Technology Acquisition Corp)
Pledge. To secure As security for the Obligations now payment or hereafter owed or to be performed by such Pledgorperformance, as the case may be, in full of the Obligations, including obligations under the Guarantee Agreement, each Pledgor does Grantor hereby grant, pledge collaterally assigns and assign pledges to the Pledgee Administrative Agent, its successors and assigns, for the benefit of the Secured CreditorsParties, and does hereby create a continuing security interest in favor of grants to the Pledgee Administrative Agent, its successors and assigns, for the benefit of the Secured Creditors Parties, a security interest in, all of the such Grantor’s right, title and interest in in, to and to the following, under and whether now or hereafter existing or hereafter from time to time acquired arising (i) all Equity Interests owned or otherwise held by it in each of its Subsidiaries listed on Schedule I and any other Equity Interests in any Subsidiary of the Borrower obtained after the date of this Agreement by such Grantor and the certificates representing all such Equity Interests (collectively, the "Collateral"):
“Pledged Equity”); provided that the Pledged Equity shall not include (aA) each Equity Interests in any Subsidiary that is directly or indirectly owned by a CFC, (B) more than 65% of the Collateral Accountsissued and outstanding Voting Interests of each Subsidiary that is a CFC, including (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 Subsidiaries; (ii) (A) all assets debt securities owned by it and listed opposite the name of whatever type or kind deposited such Grantor on Schedule I, (B) any debt securities obtained after the date of this Agreement by such Pledgor Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the debt securities referred to in such clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt”); 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 is delivered to and held by the Administrative Agent in accordance with the Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitationand Guarantee Requirement; (iv) subject to Section 2.06, all Financial Assetspayments of principal or interest, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interestcash, distributions, cash instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or all of upon the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its rightconversion of, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of proceeds received in respect of, the securities referred to in clauses (i) and in the name of any (ii) above; (v) all rights and privileges of such Pledgor in Grantor with 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 securities and other property at any time referred to in clauses (i), (ii) and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(diii) above; and (vi) all Partnership Interests proceeds 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 foregoing rights only items referred to be exercisable upon in clauses (i) through (vi) above being collectively referred to as the occurrence and during the continuation of an Event of Default“Pledged Collateral”); and
provided that the Pledged Collateral shall exclude (FA) all any assets the pledge of which is prohibited by law or by agreements containing anti-assignment clauses not overridden by the Uniform Commercial Code or other property hereafter delivered in substitution for or in addition to applicable Law and (B) any of the foregoing, all certificates and instruments representing or evidencing such other intellectual 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.related assets
Appears in 1 contract
Samples: Credit Agreement (Lmi Aerospace Inc)
Pledge. To secure the payment and performance of the Obligations now or hereafter owed or (including without limitation the Obligations of Pledgor under the US Credit Party Guaranty), the Pledgor hereby pledges to be performed by such PledgorAgent, each Pledgor does hereby grant, pledge for its benefit and assign to the Pledgee for the benefit of the Secured CreditorsLenders, and does hereby create a continuing security interest in favor of the Pledgee grants to Agent, for its benefit and the benefit of the Secured Creditors Lenders, a security interest in, any and all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired following (collectively, the "Pledged Collateral"):
(a) each all of the Collateral Accountsshares of the capital stock, including any membership interests, partnership interests and all assets other equity interests of whatever type each corporation, limited liability company, limited partnership or kind deposited by such Pledgor in such Collateral Accountother legal entity (collectively, whether now owned or hereafter acquiredthe "Issuers" and each, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required an "Issuer") identified on EXHIBIT A attached hereto held by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, Pledgor (the "Pledged Securities") and all investments and all the certificates and other Instruments (including depository receipts, if any) from time representing the Pledged Securities, all options, warrants and other rights to time representing or evidencing the sameacquire additional shares of capital stock, membership interests, partnership interests and all other equity interests of each Issuer, and the shares, membership interests, partnership interests and other equity interests underlying such rights and all dividends, interest, distributions, cash dividends (in the form of cash, securities or otherwise), cash, instruments, chattel paper and other rights, property or proceeds and products from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoingPledged Securities;
(b) all Securities additional shares of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time the capital stock, membership interests, partnership interests and all other equity interests of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall Issuer at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such acquired by the Pledgor in respect of Limited Liability Company Interestsany manner, whether under any limited liability company agreement or otherwiseand the certificates (if any) representing such additional shares, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security membership interests, liens partnership interests 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;
other equity 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 any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability companyadditional shares, membership interests, partnership interests and other equity interests, with respect to make determinationswhich the Pledgor shall execute and deliver to Agent a pledge supplement in the form of EXHIBIT B attached hereto (a "Pledge Supplement"), to exercise any election (including, but not limited to, election shall constitute part of remedies) or option or to give or receive any notice, consent, amendment, waiver or approvalthe Pledged Securities under this Agreement), together with full power and authority to demandall distributions, receive, enforce, collect or receipt for any dividends (in the form 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, securitiessecurities or otherwise), interestcash, dividendsinstruments, rights chattel paper and other rights, property at any time or proceeds and products 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 rightadditional shares, title and interest in each membership interests, 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 interests 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 equity 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
(Fc) all other property hereafter delivered in substitution for or in addition to proceeds of 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 1 contract
Samples: Pledge Agreement (Midway Games Inc)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign Subject only to the Pledgee pledge evidenced by that certain Stock Pledge Agreement dated July 31, 2000 between the Pledgor and the Secured Party (the "Prior Pledge"):
a) As collateral security for the benefit due payment and performance of all indebtedness and other liabilities and obligations of the Secured CreditorsPledgor under, arising out of, or in any way connected with the Notes and does hereby create a continuing security interest in favor of all instruments, agreements and documents executed, issued and delivered pursuant thereto, including, without limitation, this Agreement and the Pledgee for the benefit of the Secured Creditors in, all of the right, title and interest in and to the followingNotes, whether now existing or hereafter from time arising (all hereinafter referred to time acquired (collectivelycollectively as the "Obligations"), the "Collateral"):Pledgor hereby pledges, assigns, hypothecates, delivers and sets over to the Secured Party all the Pledged Stock owned by the Pledgor, and hereby grants to the Secured Party a first lien and security interest in all the Pledged Stock and in the proceeds thereof.
b) If the Pledgor shall become entitled to receive or shall receive any stock certificate (a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assetsany certificate representing a stock dividend or a distribution in connection with any reclassification, Investment Propertyincrease or reduction of capital), moneysoption or rights, checkswhether as an addition to, draftsin substitution of, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all shares of the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its rightPledged Stock, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such the Pledgor against shall accept any such limited liability company instruments as the Secured Party's agent, shall hold them in trust for moneys loaned or advancedthe Secured Party, for services rendered or otherwise;
(E) all of such and shall deliver them forthwith to the Secured Party in the exact form received, with 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 such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreementendorsement when necessary and/or appropriate stock powers duly executed in blank, to execute 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 instruments and to take any and all other action on behalf Event of and Default defined or specified in the name of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability companyNotes, to make determinationsthe Secured Party or his nominee may, 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 other rights the foregoing, all certificates Secured Party may possess in such event 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, consentexercise the right to receive dividends payable thereon, amendmentthe right to exchange, waiver or approvalat its discretion, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets Pledged Stock 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 Investment Property of such Pledgor from time in connection therewith, to time; and
(g) all Proceeds of deposit and deliver any and all of the foregoing. Notwithstanding anything 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 Notes, all distributions with respect to any part of the Pledged Stock shall be paid to the contrary contained in this Section 3.1, (xSecured Party to be held by the Secured Party as additional security hereunder until applied to the Obligations.
e) except as otherwise provided in Section 8.12 In the event of the Credit Agreementoccurrence and continuation of any Event of Default defined or specified in the Notes, no 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 that it is permitted by law, hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Borrower Pledged Stock, or a Domestic Subsidiary 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 Borrower) shall be required Secured Party's offices or elsewhere at such prices and on such terms (including, without limitation, a requirement, if necessary under applicable securities laws, that any time to pledge hereunder more than 65% purchaser of all or any part of the Voting Pledged Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% purchase the Pledged Stock for investment and without any intention to make a distribution thereof) as shall be commercially reasonable, for cash or on credit or for future delivery without assumption of any Non-Voting 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 at any time and from time to time acquired by such Pledgor so sold, free of any Foreign Corporationright in the Pledgor, which right is hereby expressly waived and released.
f) The proceeds of any collection, recovery, receipt, appropriation, realization or sale as aforesaid, shall be applied as follows:
Appears in 1 contract
Samples: Pledge Agreement (Datametrics Corp)
Pledge. To secure As security for the Obligations now payment or hereafter owed or to be performed by such Pledgorperformance, as the case may be, in full of the Secured Obligations, each Pledgor does hereby grant, pledge assigns and assign pledges to the Pledgee Agent, its successors and permitted assigns, for the benefit of the Secured CreditorsParties, and does hereby create a continuing security interest in favor of grants to the Pledgee Agent, its successors and permitted assigns, for the benefit of the Secured Creditors inParties, a security interest in all of the such Pledgor’s right, title and interest in in, to and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):under:
(a) each of the Collateral Accounts, including Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock on the date hereof shall be listed on Schedule III) and any and all assets of whatever type or kind deposited other Equity Interests obtained in the future by such Pledgor in and any certificates representing all such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include any Excluded Securities or interests therein of Excluded Property;
(b) (i) the debt securities currently issued to any type or nature deposited or required by Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed on Schedule III), (ii) any debt securities in the Credit Agreement or future issued to such Pledgor and (iii) the promissory notes and any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receiptsinstruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); provided that the Pledged Debt Securities shall not include any Excluded Securities or Excluded Property;
(c) from time subject to time representing Section 3.06, all payments of principal or evidencing the sameinterest, and all dividends, interestcash, distributions, cash instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of other proceeds received in respect of, the foregoing;
securities referred to in clauses (a) and (b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to 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 thereofabove;
(d) subject to Section 3.06, all Partnership Interests rights and privileges of such Pledgor from time with respect to time the securities and all of its rightother property referred to in clauses (a), title (b) and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:(c) above; and
(Ae) 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 proceeds 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 (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged Collateral”). In addition, 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 all 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 Borrower or any Subsidiary of a Borrower due to the fact that such Person’s Equity Interests secure any series of the foregoing rights 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 exercisable upon subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the occurrence and during consent of any Secured Party, to the continuation of an Event of Default); and
(F) all other property hereafter delivered extent necessary to release the Lien on the Regulation S-X Excluded Collateral in substitution for or in addition to any favor of the foregoingAgent 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, all certificates and instruments representing modified or evidencing such interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other property and all cashlaw, securitiesrule or regulation is adopted, interest, dividends, rights and which would permit) any Regulation S-X Excluded Collateral to secure the Other First Lien Obligations in excess of the amount then pledged without the filing with the SEC (or any other property at any time and from time to time received, receivable or otherwise distributed in respect Governmental Authority) of or in exchange for any or all thereof;
(e) all Security Entitlements separate financial statements of such Pledgor from time Person, then the Equity Interests of such Person will automatically be deemed to time in any and all be a part of the foregoing;
(f) all Financial Assets Collateral for the relevant series of Other First Lien Obligations. For the avoidance of doubt and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding notwithstanding anything to the contrary contained in this Section 3.1Agreement, nothing in this paragraph shall limit the pledge of such Equity Interests and other securities from securing the Secured Obligations (xother than the relevant series of Other First Lien Obligations) except as otherwise provided at all relevant times or from securing any Other First Lien Obligations that are not in Section 8.12 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 Credit 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, no Pledgor (not be applied to the extent that it is payment of such series of Other First Lien Obligations. TO HAVE AND TO HOLD the Borrower Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or a Domestic Subsidiary incidental thereto, unto the Agent, its successors and permitted assigns, for the benefit of the Borrower) shall be required at any time Secured Parties, forever; subject, however, to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation terms, covenants 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 Corporationconditions hereinafter set forth.
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each The Pledgor does hereby grant, pledge and assign pledges to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, Parties all of the right, title shares of beneficial interest or other ownership interests in the Subtenants (the “Pledged Interests”) listed in Exhibit B attached hereto and all other shares of shares of beneficial interest or other ownership interests in and to the following, whether now existing or hereafter Subtenants in which the Pledgor may have rights from time to time acquired (collectively, the "Collateral"):
(a) each and any other securities or other investment property and other collateral of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquiredacquired which under this Agreement are required to be pledged to the Secured Parties, existing and in each case, all certificates representing such Pledged Interests or arisingother 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 the Pledged Interests, together with all proceeds of the foregoing, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interestcash, distributionsnotes, cash and securities or other property from time to time receivedacquired, receivable or otherwise distributed in respect of of, or in exchange for for, the foregoing, (the Pledged Interests and any additional securities or collateral pledged hereunder, collectively, the “Pledged Collateral”), and the Pledgor hereby grants to the Secured Parties a security interest in all of the foregoing;
Pledged Collateral and the proceeds thereof as security for the due and punctual payment and performance of the Secured Obligations (b) all Securities of such as hereinafter defined). The Pledgor from time has delivered to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all deposited with 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 Secured Parties 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, certificates or other instruments or ordersrepresenting the Pledged Collateral and undated trust share powers endorsed in blank, to file any claims as security for the payment and to take any action in connection with any performance of all 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 Secured Obligations. If in the name of future the Pledgor possesses or controls 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, other certificates or other instruments or ordersrepresenting the Pledged Collateral, the Pledgor shall immediately and without notice deliver the same to file any claims the Secured Parties together with undated trust share powers endorsed in blank, as security for the payment and to take any action in connection with any performance of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (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 CorporationSecured Obligations.
Appears in 1 contract
Samples: Pledge of Shares of Beneficial Interests Agreement (Five Star Quality Care Inc)
Pledge. To secure the Obligations now or hereafter owed or Pledgor hereby assigns, pledges, hypothecates, delivers, sets over and transfers to be performed by such PledgorSecured Party and grants to Secured Party a continuing security interest in, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of Secured Party (as provided in the Secured CreditorsSection entitled "Liabilities"), and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the right, title and interest in and to the following, in each case whether certificated or uncertificated, whether now existing owned or hereafter from time to time acquired acquired, wherever located (collectivelyany or all of such, the "Collateral"):
(a) each SECURITIES ACCOUNT (ENTIRE). Securities Account No. 818-07P17 with Merrill Lynch Pierce Fenner & Smixx ("Xxxxxxx") xxx Xexxxxxxes Xxxxxnt Xx. 26-38895 with The Northern Trust Company ("Northern") (Merrill and Northern are herein collectively referred to as the "Intermediary"), in the name of Pledgor or such other designation as may be required by the Collateral AccountsIntermediary, including any successor and/or replacement account(s), and any and all assets 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 whatever type or kind deposited by such Pledgor in such Collateral Accountdeposit, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time receivedand 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, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;"Securities Account").
(b) With respect to any Collateral referred to in (a), but without limiting (a):
(i) all Securities of such Pledgor stock and bond powers, certificates and instruments;
(ii) all additions, replacements, substitutions, interest, cash and stock dividends, warrants, options, and other rights and amounts paid, accrued, received, receivable, or distributed with respect thereto from time to time;,
(c) all Limited Liability Company Interests Any additional investment property or other property of such Pledgor from time as to time and all of its rightwhich, title and interest in each limited liability company to which each such interest relatespreviously, now or hereafter, possession or control is obtained by Secured Party, whether now existing or hereafter acquired, including, without limitation:not evidenced by a collateral receipt.
(Ad) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions With respect 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 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 products and instruments representing or evidencing such other property and all cashproceeds thereof, 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, including insurance proceeds or otherwise;
(C) all and payments under the Securities Investor Protection Act of its claims1970, 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 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 Corporationamended.
Appears in 1 contract
Pledge. To secure As security for the Obligations now or hereafter owed or to be performed by such Pledgorpayment and performance in full of the Secured Obligations, each Pledgor does Grantor hereby grantassigns, pledge charges and assign pledges to the Pledgee Administrative Agent, its successors and assigns, for the benefit of the Secured CreditorsParties, and does hereby create a continuing security interest in favor of grants to the Pledgee Administrative Agent, its successors and assigns, for the benefit of the Secured Creditors Parties, a security interest in, all of the such Grantor’s right, title and interest in in, to and to under (a)(i) the followingshares of capital stock and other Equity Interests now owned or at any time hereafter acquired by such Grantor, whether now existing or hereafter from time to time acquired including those set forth opposite the name of such Grantor on Schedule II, and (ii) all certificates and any other instruments representing all such Equity Interests (collectively, the "Collateral"):
“Pledged Equity Interests”); provided that the Pledged Equity Interests shall not include (aA) each 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 Collateral Accountsavoidance of doubt, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein Non-U.S. Subsidiary Grantor) to secure any Secured Obligation of any type Person that is not a CFC or nature deposited or required a CFC Holding Company (other than any Guarantee by the Credit Agreement Company or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name Grantor 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 Secured Obligations of any of such Pledgor in respect of such Partnership Interests and any such partnershipCFC or CFC Holding 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 Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (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 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 Corporation and such asset (yor any portion thereof) each Pledgor shall upon such asset (or such portion thereof) ceasing to be required an Excluded Property) (the Equity Interests so excluded pursuant to pledge hereunder 100% of any Non-Voting Stock at any time and from time this proviso being collectively referred to time acquired by such Pledgor of any Foreign Corporation.herein as the “Excluded Equity Interests”); (b)
Appears in 1 contract
Samples: Credit Agreement (GoPro, Inc.)
Pledge. To secure As security for the Obligations now or hereafter owed or to be performed by such Pledgorpayment and performance in full of the Obligations, each Pledgor does hereby grant, pledge pledge, hypothecate, mortgage, charge and assign to the Pledgee Administrative Agent for the benefit of the Secured CreditorsParties, and does hereby grant and create a continuing security interest in favor of the Pledgee Administrative Agent for the benefit of the Secured Creditors Parties in, all of the such Pledgor’s right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(ai) 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 of the Collateral AccountsAccount, including any and all assets of whatever type or kind deposited by such Pledgor in such any Collateral Account, whether now owned or hereafter acquired, existing or arising, arising (including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities Instruments or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement Loan Document to be deposited in such Collateral Account, and all investments and all certificates and other Instruments instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing);
(biii) all Securities of such Pledgor from time to time;
Pledgor’s (cx) all Limited Liability Company Partnership Interests of such Pledgor from time to time and all of its such Pledgor’s right, title and interest in each limited liability company to which Pledged Partnership, (y) Membership Interests and all of such Pledgor’s right, title and interest in each Pledged LLC and (z) Trust Interests and all of such Pledgor’s right, title and interest relatesin each Pledged Trust, whether now existing or hereafter acquired, in each case including, without limitation:
(Aa) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Partnership Interests, Membership Interests and/or Trust Interests;
(Bb) all other payments due or to become due to such Pledgor in respect of Limited Liability Company 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;
(Cc) 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 operating trust agreement, or at law law, or otherwise in respect of such Limited Liability Company Partnership Interests, Membership Interests, Trusts Interests, Pledged Partnership, Pledged LLC and/or Pledged Trust;
(Dd) all present and future claims, if any, of such Pledgor against any such limited liability company each Pledged Partnership, Pledged LLC and Pledged Trust for moneys loaned or advanced, for services rendered or otherwise;
(Ee) all of such Pledgor's ’s rights under any partnership agreement, limited liability company agreement or operating agreement, trust 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 the Partnership Interests, the Membership Interests and/or the Trust Interests, including any power to terminate, cancel or modify any partnership agreement, any limited liability company agreement or operating any trust 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 any Partnership Interests, Membership Interests or Trust Interests and any such limited liability companyPledged 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 authority to demand, receive, enforce, enforce or collect or receipt for any of the foregoing or for any Limited Liability Company Assetforegoing, to enforce or execute any checks, checks or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and
(Ff) 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 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;
(eiv) all Security Entitlements of owned by 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
(gv) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) except as otherwise provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 1 contract
Samples: Pledge Agreement (Corporate Property Associates 16 Global Inc)
Pledge. To secure the Obligations now or hereafter owed or and for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to be performed 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, each Pledgor does hereby grantif any, pledge and assign delivers to the Pledgee for certificates or instruments therefor, duly endorsed in blank in the benefit case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the Secured Creditorscase of Stock, Partnership Interests or Membership Interests, as the case may be, or such other instruments of transfer as are acceptable to the Pledgee;
(iii) assigns, transfers, hypothecates, mortgages, charges and does hereby create a continuing security interest in favor of sets over to the Pledgee for the benefit of the Secured Creditors in, all of the such Pledgor's right, title and interest in and to the followingsuch Securities (and in and to all certificates or instruments evidencing such Securities), whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required be held by the Credit Agreement or any other Secured Debt Agreement to be deposited Pledgee, upon the terms and conditions set forth in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoingthis Pledge Agreement;
(biv) grants, pledges, assigns and transfers to the Pledgee all Securities of such Pledgor from time to time;
Pledgor's (cx) all Limited Liability Company Partnership Interests of such Pledgor from time to time and all of its such Pledgor's right, title and interest in each limited liability company to which Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each such interest relatesPledged LLC, whether now existing or hereafter acquired, in each case including, without limitation:
(Aa) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Partnership Interests and/or Membership Interests;
(Bb) all other payments due or to become due to such Pledgor in respect of Limited Liability Company such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(Cc) all of its claims, rights, powers, privileges, authority, options, security interestsinterest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Partnership Interests and/or Membership Interests;
(Dd) all present and future claims, if any, of such the Pledgor against any such limited liability company Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(Ee) all of such Pledgor's rights under any partnership agreement or 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 the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or 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 any Partnership Interests or Membership Interests and any such limited liability company, Pledged Partnership and any 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 Assetforegoing, 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;
(Ff) 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 foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) to the extent not otherwise included, all Proceeds proceeds of any and or all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) except as otherwise provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 1 contract
Pledge. To secure As security for the Obligations now payment or hereafter owed performance when due (whether at the stated maturity, by acceleration or to be performed by such Pledgorotherwise), as the case may be, in full of its Secured Obligations, each Pledgor does hereby grant, pledge assigns and assign pledges to the Pledgee Collateral Agent, its successors and permitted assigns, for the benefit of the Secured CreditorsParties, and does hereby create a continuing security interest in favor of grants to the Pledgee Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Creditors inParties, a security interest in all of the such Pledgor’s right, title and interest in in, to and to the following, whether now existing or hereafter from time to time acquired under (collectively, the "Collateral"):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired):
(a) all Equity Interests directly owned by it (including those listed on Schedule II) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (any such Equity Interests, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, the “Pledged Stock”); provided that the Pledged Stock shall not include any Excluded Securities or interests therein Excluded Property;
(b) (i) the debt obligations owed to such Pledgor listed opposite the name of any type such Pledgor on Schedule II, (ii) all other debt obligations existing on the Closing Date or nature deposited in the future owed or required by issued to such Pledgor, and (iii) the Credit Agreement or certificates, promissory notes and any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receiptsinstruments, if any, evidencing such debt obligations (the property described in clauses (b)(i), (ii) from time and (iii) above, the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Securities or Excluded Property;
(c) subject to time representing Section 2.6, all payments of principal or evidencing the sameinterest, and all dividends, interestcash, distributions, cash instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or all of upon the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its rightconversion of, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor Proceeds received in respect of such Limited Liability Company Interests of, the Pledged Stock 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 thereofPledged Debt;
(d) subject to Section 2.6, all Partnership Interests rights and privileges of such Pledgor from time with respect to time the Pledged Stock, Pledged Debt and all of its right, title and interest other property referred to in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:clause (c) above; and
(Ae) 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 Proceeds 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 (the Pledged Stock, Pledged Debt and other property referred to in this clause (e) and in clauses (c) through (d) above being collectively referred to as the “Pledged Collateral”); 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 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 foregoingright, all certificates and instruments representing or evidencing such other property and all cash, securitiestitle, interest, dividendspowers, rights privileges and other property at any time preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and from time to time receivedpermitted assigns, 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 the benefit 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 Secured Parties, forever subject, however, to the contrary contained in this Section 3.1terms, (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 covenants 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 Corporationconditions hereinafter set forth.
Appears in 1 contract
Pledge. To secure As security for the Obligations now payment in full in cash or hereafter owed or to be performed by such Pledgorperformance, as the case may be, in full of its Secured Obligations, each Pledgor does hereby grant, pledge assigns and assign pledges to the Pledgee Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured CreditorsParties, and does hereby create grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the such Pledgor’s right, title and interest in in, to and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
under (a) each of the Collateral Accounts, Equity Interests directly owned by it (including those listed on Schedule II) and any and all assets of whatever type or kind deposited other Equity Interests obtained in the future by such Pledgor in and any certificates representing all such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) the issued and outstanding voting Equity Interests of any type Foreign Subsidiary directly owned by such Pledgor to the extent the pledge of any such Equity Interests would cause more than 65% of the outstanding voting Equity Interests of such Foreign Subsidiary to be pledged hereunder, (ii) to the extent applicable law requires that a subsidiary of such Pledgor issue directors’ qualifying shares or nature deposited similar shares, such shares or required by nominee or other similar shares, (iii) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01B to the Credit Agreement Agreement) to the extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests, or (iv) any Equity Interests of a person that is not directly or indirectly a Subsidiary, as to which Article IV shall apply; (b)
(i) the debt obligations listed opposite the name of such Pledgor on Schedule II, (ii) any debt securities in the future issued to such Pledgor, and (iii) the certificates, promissory notes and any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receiptsinstruments, if any, evidencing such debt obligations and debt securities (the “Pledged Debt Securities”); (c) from time subject to time representing Section 3.05 hereof, all payments of principal or evidencing the sameinterest, and all dividends, interestcash, distributions, cash instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of other proceeds received in respect of, the foregoing;
securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05 hereof, all Securities rights and privileges of such Pledgor from time with respect to time;
the securities and other property referred to in clauses (a), (b) and (c) all Limited Liability Company Interests of such Pledgor from time to time above; 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:
(Ae) 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 proceeds 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 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 (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together 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 foregoingright, all certificates and instruments representing or evidencing such other property and all cash, securitiestitle, interest, dividendspowers, rights privileges and other property at any time preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and from time to time receivedpermitted assigns, 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 the ratable benefit of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to timeSecured Parties, forever; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything subject, however, to the contrary contained in this Section 3.1terms, (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 covenants 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 Corporationconditions hereinafter set forth.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Quality Distribution Inc)
Pledge. To secure the Obligations now or hereafter owed or (a) Pledgor hereby pledges and grants to be performed by such Pledgor, each Pledgor does hereby grant, pledge Agent a first priority and assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing exclusive security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired following (collectively, the "“Pledged Collateral"”):
(a) each of a. the Collateral AccountsPledged Equity and any certificates representing the Pledged Equity, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash 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 the foregoing;Pledged Equity; and
(bb. such portion, as determined by Agent as provided in Section 6(d) all Securities below, of such Pledgor from time to time;
(c) all Limited Liability Company Interests any additional shares of such Pledgor stock, membership interests, partnership interests or other equity interests of a Pledged Entity from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such acquired by Pledgor in respect of Limited Liability Company Interestsany manner (which shares, 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 membership interests, liens and remediespartnership interests or other equity interests shall be deemed to be part of the Pledged Equity), 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 any of such Pledgor in respect of such Limited Liability Company Interests and any certificates representing such limited liability companyadditional shares, to make determinationsmembership interests, 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 checkspartnership interests, or other instruments or ordersequity interests, 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 dividends, distributions, cash, securities, interest, dividends, rights instruments and other property at any time and or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;of such stock, membership interests, partnership interests or other equity interests.
(db) all Partnership Interests Notwithstanding the foregoing (and without limiting the effect of such 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 from time shall be entitled to time (x) exercise any and all voting and/or other consensual rights and powers inuring to an owner of its rightPledged Equity or any part thereof, title and interest in each partnership to which each such interest relates(y) receive and retain, whether now existing or hereafter acquiredfree and clear of the Lien granted hereunder, includingany and all dividends, without limitation:
(A) all the capital thereof and its interest in all profitsinterest, losses, Partnership Assets principal and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;
(B) all other payments due paid on 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 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 Pledged Equity to the contrary contained in this Section 3.1, (x) except as otherwise provided in Section 8.12 of the Credit Agreement, no Pledgor (extent and only to the extent that it is such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the Borrower or a Domestic Subsidiary terms and conditions of the Borrower) shall be required at any time to pledge hereunder more than 65% of Loan Agreement and 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 Corporationother Loan Documents.
Appears in 1 contract
Pledge. To secure As security for the Obligations now payment or hereafter owed or to be performed by such Pledgorperformance, each as the case may be, in full of the Secured Obligations, the Pledgor does hereby grant, pledge and assign grants to the Pledgee Administrative Agent, its successors and assigns, for its own benefit and the benefit of the Secured Creditorsother Credit Parties, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the such Pledgor’s right, title and interest 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 which the Pledgor now has or may acquire in the future any right, title or interest, including, in any event, in each entity designated as an “Issuer” on Schedule I hereto (each such entity, an “Issuer”), and to any shares of capital stock, partnership interests, limited liability company membership interests or other equity interests obtained in the followingfuture by the Pledgor, whether now existing owned beneficially or hereafter from time to time acquired of record and whether by ownership, security interest, claim or otherwise and the stock certificates or other security certificates (as defined in the UCC) representing all such shares, membership interests or other equity interests (collectively, the "Collateral"):“Pledged Securities”); provided that, the Pledged Securities shall not include any Excluded Assets;
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and 2.2 all dividends, interest, distributions, cash cash, instruments and other property from time to time received, receivable or otherwise distributed or distributable, in respect of or of, in exchange for any for, or upon conversion of, the Pledged Securities referred to in clause 2.1 above;
2.3 all rights and privileges of the foregoing;
(b) all Securities of such Pledgor from time with respect to time;
(c) all Limited Liability Company Interests of such Pledgor from time the property referred to time in clause 2.1 and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to 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 foregoing2.2 above; and
(F) 2.4 all other property hereafter delivered in substitution for or in addition to proceeds of any of the foregoing, all certificates 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 instruments representing including, without limitation, proceeds of any indemnity or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and guaranty payable to the Pledgor or the Administrative Agent from time to time received, receivable or otherwise distributed in with 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 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 foregoingPledged Collateral (the items referred to in clauses 2.1 through 2.3 being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all certificates and instruments representing or evidencing such other property and all cashright, securitiestitle, interest, dividendspowers, rights 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 property at any time and from time to time receivedCredit Parties, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
until (ex) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
Secured Obligations (fother than contingent indemnification obligations for which claims have not yet been asserted) 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 have been indefeasibly paid in this Section 3.1, (x) except as full in cash or otherwise provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower satisfied 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 the termination or release in accordance with Section 11 hereof; subject, however, to the terms, covenants and conditions hereinafter set forth. Upon delivery to the Administrative Agent pursuant to Section 3 of this Agreement, all stock certificates or other securities now or hereafter included in the Pledged Securities required to be delivered to the Administrative Agent shall be required accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to pledge hereunder 100% of any Non-Voting Stock at any time the Administrative Agent and from time to time acquired by such Pledgor other instruments and documents as the Administrative Agent may reasonably request to ensure validity and perfection of any Foreign Corporationthe security 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. To secure Each Pledgor hereby pledges to Agent, on behalf of itself and the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the Secured CreditorsLenders, and does hereby create grants to Agent, on behalf of itself and the Lenders, a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the right, title and interest in and to the followingfollowing of such Pledgor, whether now existing or hereafter from time to time arising or acquired (collectively, the "“Pledged Collateral"”):
(a) each of the Collateral Accounts, including any Pledged Shares and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, documents and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the samePledged Shares, all rights, privileges, authority and powers of Pledgor as owner or holder of the Pledged Shares (including rights arising under the bylaws, articles and similar organizational documents) and all dividends, interest, distributions, cash 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 the Pledged Shares and all rights to receive payment of principal and interest on loans made by Pledgor to Pledged Entity and all books, records and documents pertaining to the foregoing;
(b) all Securities such portion, as determined by Agent as provided in Section 7(d) below, of such Pledgor from time to time;
(c) all Limited Liability Company Interests any additional shares of such Pledgor Stock of a Pledged 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 of its rightdividends, title and interest in each limited liability company to which each such interest relatesdistributions, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to 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 instruments and other property at any time and or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofof such Stock;
(dc) all Partnership Interests of such Pledgor from time to time the Pledged Indebtedness and the promissory notes or instruments evidencing the Pledged Indebtedness, and all of its rightinterest, title and interest in each partnership to which each such interest relatescash, 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 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 assets from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;the Pledged Indebtedness; and
(ed) all Security Entitlements of additional Indebtedness arising after the date hereof and owing to Pledgor and evidenced by promissory notes or other instruments, together with such Pledgor promissory notes and instruments, and all interest, cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in any and all respect 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 CorporationIndebtedness.
Appears in 1 contract
Samples: Pledge Agreement (AMEDICA Corp)
Pledge. To secure Subject to the Obligations now last paragraph of Section 3.01(a), as security for the payment or hereafter owed or to be performed by such Pledgorperformance, as the case may be, in full of the Obligations, each Pledgor does hereby grant, pledge (except in the case of ULC Interests) assigns and assign pledges to the Pledgee Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured CreditorsParties, and does hereby create a continuing security interest in favor of grants to the Pledgee Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Creditors inParties, a security interest in all of the such Pledgor’s right, title and interest in in, to and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):under:
(a) each of the Collateral Accounts, including Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock shall be listed on Schedule III) and any and all assets of whatever type or kind deposited other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i)(A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity 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 Collateral AccountEquity 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, existing that constitute Excluded Property or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities otherwise with respect to which the Collateral and Guarantee Requirement or interests therein the other paragraphs of any type or nature deposited or required by Section 5.10 of the Credit Agreement or need not be satisfied by reason of Section 5.10(f) of the Credit Agreement;
(b) (i) the debt securities 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 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 Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receiptsinstruments, if any, evidencing such debt obligations (the “Pledged Debt Securities” and, together with the property described in clauses (b)(i) from time and (ii) above, the “Pledged Debt”); provided that the Pledged Debt shall exclude (1) 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 time representing which the Collateral and Guarantee Requirement or evidencing the sameother paragraphs of Section 5.10 of the Credit Agreement need not be satisfied by reason of Section 5.10(f) of the Credit Agreement;
(c) subject to Section 2.05, and all payments of principal or interest, dividends, interestcash, distributions, cash instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or all of upon the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time conversion of, and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled proceeds received 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 the Pledged Stock 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 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 thereofPledged Debt;
(d) subject to Section 2.05, all Partnership Interests rights and privileges of such Pledgor from time with respect to time the Pledged Stock, Pledged Debt and all of its right, title and interest other property referred to in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:clause (c) above; and
(Ae) 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 proceeds 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 (the Pledged Stock, Pledged Debt and other property referred to in clauses (c) through (e) being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together 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 foregoingright, all certificates and instruments representing or evidencing such other property and all cash, securitiestitle, interest, dividendspowers, rights privileges and other property at any time preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and from time to time receivedpermitted assigns, 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 the ratable benefit of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to timeSecured Parties, forever; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything subject, however, to the contrary contained in this Section 3.1terms, (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 covenants 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 Corporationconditions hereinafter set forth.
Appears in 1 contract
Samples: Collateral Agreement (Momentive Performance Materials Inc.)
Pledge. To secure As security for the Obligations now payment or hereafter owed or to be performed by such Pledgorperformance, as the case may be, in full of the Secured Obligations, including the Note Guarantees, each Pledgor does Grantor hereby grant, pledge assigns and assign pledges to the Pledgee Collateral Agent, its successors and assigns, for the benefit of the Secured CreditorsParties, and does hereby create a continuing security interest in favor of grants to the Pledgee Collateral Agent, its successors and assigns, for the benefit of the Secured Creditors Parties, a security interest in, all of the such Grantor’s right, title and interest in in, to and to the followingunder, and whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, (i) all Equity Interests held by it in each of its Subsidiaries, including, without limitation, the Equity Interests listed on Schedule I and any other Equity Interests in any of its Subsidiaries obtained in the future by such Grantor and the certificates representing all Financial Assetssuch Equity Interests (collectively, Investment Propertythe “Pledged Equity”); provided that the Pledged Equity shall not include (A) the Equity Interests of the Issuer, moneysBonstores Holdings One, checksLLC and Bonstores Holdings Two, draftsLLC, Instruments(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 Grantor and (C) the partnership interests in any of The Bon-Ton Properties-Eastview L.P., Securities The Bon-Ton Properties-Marketplace L.P., or interests therein 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 type lease, loan document, partnership agreement or nature deposited or required other organizational document of such limited partnership, so long as such restrictive provision is enforceable under applicable law; (ii) (A) the debt securities 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 by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the debt securities referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Credit Agreement Collateral Agent; (iv) subject to Section 2.06, all payments of principal or any other Secured Debt Agreement to be deposited in such Collateral Accountinterest, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interestcash, distributions, cash instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or all of upon the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its rightconversion of, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of Proceeds received in respect of, the securities referred to in clauses (i) and in the name of any (ii) above; (v) subject to Section 2.06, all rights and privileges of such Pledgor in Grantor with 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 securities and other property at any time referred to in clauses (i), (ii) and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(diii) above; and (vi) all Partnership Interests Proceeds 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 foregoing rights only items referred to be exercisable upon in clauses (i) through (v) above being collectively referred to as the occurrence and during the continuation of an Event of Default“Pledged Collateral”); and
(F) all other property hereafter delivered in substitution for or in addition to any of . Notwithstanding the foregoing, at any time prior to the Discharge of First Lien Obligations, Pledged Collateral shall not include any assets that are not at such time required to be subject to the Liens securing the Credit Facility Obligations pursuant to the terms of the First 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 certificates and instruments representing or evidencing such other property and all cashright, securitiestitle, interest, dividendspowers, rights privileges and other property at any time preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and from time to time receivedassigns, 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 the benefit 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 Secured Parties, forever, subject, however, to the contrary contained in this Section 3.1terms, (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 covenants 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 Corporationconditions 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, each The Pledgor does hereby grant, pledge and assign pledges to the Pledgee Pledgee, in its capacity as Administrative Agent for the benefit of the Secured CreditorsLenders and for its own benefit as Administrative Agent, and does hereby create grants to the Pledgee a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, and lien on all of the Pledgor's right, title and interest in and to the following, whether now existing owned or hereafter from time to time acquired or existing (collectively, the "Pledged Collateral"):
(a) all shares of Capital Stock of each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by Companies to the extent that such Pledgor in such Collateral Account, whether Capital Stock is now owned by the Pledgor, regardless of the class of that Capital Stock, in each case together with the certificates evidencing the same, all of which are identified in Annex 1, and (ii) any options, warrants or hereafter acquired, existing other rights to purchase such interests or arisingstock at any time owned by the Pledgor, including, without limitation, all Financial Assetssuch interests or stock, Investment Propertyoptions, moneys, checks, drafts, Instruments, Securities warrants or interests therein of any type or nature deposited or required other rights acquired by the Credit Agreement or any other Secured Debt Agreement to be deposited Pledgor in such Collateral Account, and all investments and all certificates and other Instruments the future (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing"Pledged Stock");
(b) all Securities shares, securities, moneys or property representing a dividend on any of such Pledgor the Pledged Stock, representing a distribution or return of capital upon or in respect of the Pledged Stock, resulting from time a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to timethe holders of, or otherwise in respect of, the Pledged Stock;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to 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 supporting obligations for any of the property described in the foregoing or for any Limited Liability Company Assetclauses of this Section 2;
(d) subject to the proviso at the end of this Section 2, to enforce or execute any checksall Surplus Notes (collectively, the "Pledged Notes");
(e) all securities or other instruments investment property, of any nature whatsoever, received 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 receivable in substitution for or in addition to any of the foregoingPledged Notes, all any certificates and instruments representing or evidencing such other property securities, and all cash, securities, interest, dividends, rights distributions 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;of the Pledged Notes, and all securities accounts to which any or all of the foregoing may at any time be credited; and
(df) all Partnership Interests proceeds of such and to any of the property of the Pledgor from time to time and all of its rightdescribed in the foregoing clauses in this Section 2, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquiredwhatever form, including, without limitation:
(A) all , in the capital thereof and its interest in all profitsform of accounts, lossesinstruments, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect chattel paper, documents, goods, investment property, letters of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interestscredit, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, letter-of-credit rights, powersmoney, privilegesdeposit accounts, authorityclaims or causes of action or general intangibles; provided, optionshowever, security interests, liens and remediesthat, 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 authorization of any of such Pledgor Insurance Regulatory Authority must, as disclosed in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) except as otherwise provided in Section 8.12 Schedule 3.4 of the Credit Agreement, no be obtained under any applicable Requirement of Law to enable the Pledgor to lawfully make the pledge and grant of security interest contemplated in this Section 2 in respect of any Surplus Notes or Pledged Stock of an Insurance Subsidiary those Surplus Notes (the "Committed Notes") or that Pledged Stock (the "Committed Stock") will constitute Pledged Notes or Pledged Stock for purposes of this Agreement subject to the extent issuance of that it is authorization by the Borrower or a Domestic Subsidiary relevant Insurance Regulatory Authority. The Pledgor shall promptly give the Pledgee notice of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock issuance of any Foreign Corporation such authorization that has not been obtained on or before the date of this Agreement and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and shall, from time to time acquired by time, after request from the Pledgee, give the Pledgee notice of the status of the Pledgor's request or application for any such authorization that is pending. The Pledgor of any Foreign Corporationshall use its best efforts actively and vigorously to pursue all such authorizations.
Appears in 1 contract
Pledge. To secure Subject to the Obligations now last paragraph of Section 3.01(a), as security for the payment or hereafter owed or to be performed by such Pledgorperformance, as the case may be, in full of the Obligations, each Pledgor does hereby grant, pledge (except in the case of ULC Interests) assigns and assign pledges to the Pledgee Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured CreditorsParties, and does hereby create a continuing security interest in favor of grants to the Pledgee Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Creditors inParties, a security interest in all of the such Pledgor’s right, title and interest in in, to and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):under:
(a) each of the Collateral Accounts, including Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock shall be listed on Schedule III) and any and all assets of whatever type or kind deposited other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity 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 in a person acquired after the DIP 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 Collateral AccountEquity 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, (iv) any Equity Interests of a person that is not directly or indirectly a Subsidiary of Holdings, (v) any Designated Securities or (vi) any Equity Interests, whether now owned or hereafter acquired, existing that constitute Excluded Property or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities otherwise with respect to which the Collateral and Guarantee Requirement or interests therein the other paragraphs of any type or nature deposited or required by Section 5.10 of the Credit Agreement or need not be satisfied by reason of Section 5.10(f) of the Credit Agreement;
(b) (i) the debt securities 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 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 Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receiptsinstruments, if any, evidencing such debt obligations (the “Pledged Debt Securities” and, together with the property described in clauses (b)(i) from time and (ii) above, the “Pledged Debt”); provided that the Pledged Debt shall exclude (1) the Japanese Intercompany Notes, (2) any Designated Securities and (3) any debt obligations or securities that constitute Excluded Property or otherwise with respect to time representing which the Collateral and Guarantee Requirement or evidencing the sameother paragraphs of Section 5.10 of the Credit Agreement need not be satisfied by reason of Section 5.10(f) of the Credit Agreement;
(c) subject to Section 2.05, and all payments of principal or interest, dividends, interestcash, distributions, cash instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or all of upon the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time conversion of, and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled proceeds received 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 the Pledged Stock 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 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 thereofPledged Debt;
(d) subject to Section 2.05, all Partnership Interests rights and privileges of such Pledgor from time with respect to time the Pledged Stock, Pledged Debt and all of its right, title and interest other property referred to in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:clause (c) above; and
(Ae) 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 proceeds 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 (the Pledged Stock, Pledged Debt and other property referred to in clauses (c) through (e) being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together 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 foregoingright, all certificates and instruments representing or evidencing such other property and all cash, securitiestitle, interest, dividendspowers, rights privileges and other property at any time preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and from time to time receivedpermitted assigns, 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 the ratable benefit of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to timeSecured Parties, forever; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything subject, however, to the contrary contained in this Section 3.1terms, (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 covenants 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 Corporationconditions hereinafter set forth.
Appears in 1 contract
Samples: Collateral Agreement (Momentive Performance Materials Inc.)
Pledge. To secure As collateral security for the Obligations now or hereafter owed or to be performed by such Pledgorprompt and complete payment of all Obligations, each Pledgor does hereby grant, pledge pledges to Administrative Agent (for its benefit and assign to the Pledgee for the benefit of the Secured CreditorsLenders) its right, title and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, and to (a) all of the issued and outstanding capital stock, limited liability company interests, membership interests, limited partnership interests or other equity interests and 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 issuance by any such issuer of any additional capital stock, limited liability company interests, membership interests, limited partnership interests or equity interests now or hereinafter acquired and (ii) in accordance with Section 14) (the “Domestic Pledged Interests”) and (b) sixty-five percent (65%) of the issued and outstanding capital stock, limited liability company interests, membership interests, unlimited liability company interests, limited partnership interests or other equity interests and any and all other investment property which such Pledgor now holds or hereafter acquires in the issuers as listed on Exhibit B attached hereto and made a part hereof (which Exhibit shall be and shall be deemed to be updated upon the issuance by any such issuer of any additional capital stock, limited liability company interests, membership interests, unlimited liability company interests, limited partnership interests or equity interests now or hereinafter acquired and (ii) in accordance with Section 14) (the “Foreign Pledged Interests”, and collectively with the Domestic Pledged Interests, the “Pledged Interests”), and hereby grants to Administrative Agent a continuing enforceable first Lien on its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectivelyPledged Interests, the "Collateral"):
(a) each of the Collateral Accounts, including any interest thereon and all assets of whatever type or kind deposited by such Pledgor in such Collateral Accountproducts, whether now owned or hereafter acquiredproceeds, existing or arisingsubstitutions, includingadditions, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets dividends 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 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 foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything subject to the contrary contained in this Section 3.1, (x) except as otherwise provided in Section 8.12 terms of the Credit Agreement) in respect thereof, no Pledgor (and all books, records, and papers relating to the extent that it is foregoing (all of which are referred to herein as the Borrower “Collateral”). The membership interest certificates, limited liability company interest certificates, unlimited liability company interest certificates, limited partnership interest certificates or a Domestic Subsidiary capital stock certificates collectively representing all of the Borrower) Pledged Interests now or hereinafter acquired, together with a transfer power in substantially the form of Exhibit C hereto with respect to each such membership interest certificate, limited liability company interest certificate, unlimited liability company interest certificate, limited partnership interest certificate or capital stock certificate duly signed in blank by each Pledgor, as transferor, shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) delivered by each Pledgor shall be required to pledge hereunder 100% Administrative Agent (for its benefit and for the benefit of Lenders) contemporaneously with the execution of this Pledge Agreement and with any Non-Voting Stock at any time and from time to time acquired acquisition of additional membership interests, limited liability company interests, unlimited liability company interests, limited partnership interests or shares of capital stock by such each Pledgor of any Foreign Corporationthat is represented by a new membership interest certificate, limited liability company interest certificate, unlimited liability company interest certificate, limited partnership interest certificate or stock certificate.
Appears in 1 contract
Pledge. To secure (a) For good and valuable consideration, the Obligations now or hereafter owed or to be performed by such Pledgorreceipt and sufficiency of which is hereby acknowledged, each Pledgor does hereby grantdelivers, pledge pledges, grants security interests in and assign assigns to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, Party all of the such Pledgor's right, title and interest in and to the followingto, whether now existing or hereafter from time to time acquired 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 "CollateralCompanies"):
), and all certificates (aif any) each representing or evidencing such Ownership Interests standing in such Pledgor's name, all such Ownership Interests as of the Collateral Accountsdate hereof being more particularly described on Exhibit A attached hereto, including and all other rights of such Pledgor under any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arisingagreements, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest (if any) of such Pledgor as a partner or director, as the case may be, to participate in each limited liability company the operation or management of any Company and all rights of such Pledgor to which each the property, assets, partnership interests and distributions under the Organizational Documents, and all present and future rights of such interest relatesPledgor to receive payment of money or other distributions or payments arising out of or in connection with the Ownership Interests of such Pledgor in any Company and its rights under the Organizational Documents, whether now existing any and all other related agreements and all general intangibles relating thereto and proceeds resulting therefrom as collateral security, and all rights of any Pledgor with respect to the pledge of any Ownership Interests pursuant to the terms and conditions of the Organizational Documents or hereafter acquiredany other 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, as defined in the Credit Agreement and issued pursuant thereto, to the Secured Party, including, without limitation:
(A) , all interest payable on the capital thereof Notes at the interest rates provided therein and its interest in all profitsthe Credit Agreement, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at regardless of the extent allowed as a claim in any time be entitled proceeding in respect of the bankruptcy, reorganization or insolvency of any Pledgor (a "Reorganization"); (iii) the due and punctual payment of any of the 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 Limited Liability Company Interests;
notes or instruments at the interest rates provided therein, regardless of the extent allowed as a claim in any Reorganization; (Biv) the 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 the Secured Party under the other Security Documents contemplated by the Credit Agreement; (vi) the performance of all of the obligations of each of the Pledgors to the Secured Party contained in any of the Loan Documents contemplated by the Credit Agreement; and (vii) the payment of all other payments future advances and other obligations of any Pledgor to the Secured Party including, without limitation any future loans and advances made to any Pledgor by the Secured Party prior to, during or following 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 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 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 foregoing rights only to be exercisable upon hereinafter called the occurrence and during the continuation of an Event of Default"Obligations"); and.
(Fb) all In the case of certificated securities, each Pledgor shall promptly pledge and deposit hereunder with the Secured Party, any stock or other property hereafter delivered in substitution for certificates, warrants, options or other rights to acquire a certificate of Ownership Interests acquired by such Pledgor in addition to the securities referred to on Exhibit A attached hereto, whether by (i) new purchase or (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 the foregoingtransfer or assignments in blank, all certificates and instruments representing (b) any required transfer tax stamps). Such stock or evidencing such other property and all cashcertificate, equity securities, interestwarrants, dividendsoptions, voting or other rights shall stand pledged and other assigned as collateral security for the Obligations in the same manner as the property at any time described in the first paragraph hereof 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 foregoingthis paragraph. Notwithstanding anything to the contrary Nothing contained in this Section 3.11 shall be deemed to permit any issuances of debt or equity securities, (x) except as exercise of rights, distributions, payments or other actions not otherwise provided in Section 8.12 of permitted by the Credit Agreement. In the case of uncertificated securities, 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 comply with the provisions of Section 2(h) hereunder and cause the lien on the Pledged Securities to be required to pledge hereunder 100% registered in the books and records maintained by the applicable Company. (All of any Non-Voting Stock at any time the property described in the first paragraph hereof and from time to time acquired by such Pledgor of any Foreign Corporationthis paragraph is hereinafter collectively called the "Pledged Securities".)
Appears in 1 contract
Pledge. To secure In consideration of (a) the Obligations now or hereafter owed or Secured Party having extended credit to be performed by such Rio, Buyers and Pledgor, each Pledgor does hereby grant, pledge and assign (b) consenting to the Pledgee 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 benefit of the Secured CreditorsObligations, and does hereby create a continuing first priority security interest in favor the Pledged Stock, and (i) 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, (ii) all economic rights of the Pledgee 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 due, to become due, received, receivable or otherwise distributable or distributed in respect of or exchange for the benefit of the Secured Creditors in, any or all of the rightPledged Stock, title and interest or to which the Pledgor may now or in and the future be entitled to in its capacity as holder of the followingPledged Stock, whether now existing by way of a dividend, distribution, return of capital, or hereafter from time to time acquired otherwise, (collectively, the "Collateral"):
(aiv) each all control rights of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arisingconnection with the Pledged Stock, including, without limitation, all Financial Assetsmanagement rights, Investment Propertycontrol rights and voting rights arising from the Pledged Stock, moneys(v) all claims which the Pledgor now has or may in the future acquire, checks, drafts, Instruments, Securities in its capacity as a holder of the Pledged Stock or interests therein of any type or nature deposited or required by otherwise arising from the Credit Agreement Pledged Stock against the Secured Party (or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if anydirector or officer thereof) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profitsproperty, losses, Limited Liability Company Assets and (vi) any additional equity interests of Pledgor or other distributions options or rights with respect 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 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 foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (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 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 property of Pledgor described above and, to the extent related to any property described above or such Pledgor of any Foreign Corporationproceeds, all books, correspondence, credit files, records, invoices and other papers (collectively, the “Pledged Collateral”).
Appears in 1 contract
Samples: Pledge and Security Agreement (Hampshire Group LTD)
Pledge. To secure the Obligations now or hereafter owed or and for the purposes set forth ------ in Section 1, each Pledgor hereby:
(i) grants and pledges to be performed 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, each Pledgor does hereby grantif any, pledge and assign delivers to the Pledgee for certificates or instruments therefor, duly endorsed in blank in the benefit case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the Secured Creditorscase of Stock, Partnership Interests or Membership Interests, as the case may be, or such other instruments of transfer as are acceptable to the Pledgee;
(iii) assigns, transfers, hypothecates, mortgages, charges and does hereby create a continuing security interest in favor of sets over to the Pledgee for the benefit of the Secured Creditors in, all of the such Pledgor's right, title and interest in and to the followingsuch Securities (and in and to all certificates or instruments evidencing such Securities), whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required be held by the Credit Agreement or any other Secured Debt Agreement to be deposited Pledgee, upon the terms and conditions set forth in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoingthis Agreement;
(biv) grants, pledges, assigns and transfers to the Pledgee all Securities of such Pledgor from time to time;
Pledgor's (cx) all Limited Liability Company Interests of such Pledgor from time to time Partnership Interest and all of its such Pledgor's right, title and interest in each limited liability company to which Pledged Partnership and (y) Membership Interest and all of such Pledgor's right, title and interest in each such interest relatesPledged LLC, whether now existing or hereafter acquired, in each case including, without limitation:
(Aa) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company InterestsPartnership Interest and/or Membership Interest;
(Bb) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interestssuch 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;
(Cc) all of its claims, rights, powers, privileges, authority, options, security interestsinterest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company InterestsPartnership Interest and/or Membership Interest;
(Dd) all present and future claims, if any, of such the Pledgor against any such limited liability company Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(Ee) all of such Pledgor's rights under any partnership agreement or 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 Intereststhe Partnership Interest and/or Membership Interest, including any power to terminate, cancel or modify any partnership agreement or 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 any Partnership Interest or Membership Interest and any such limited liability company, Pledged Partnership and any 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 Assetforegoing, 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;
(Ff) 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 (dg) to the extent not otherwise included, 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 foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) except as otherwise provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 1 contract
Pledge. To secure As collateral security for the Obligations now or hereafter owed or to be performed by such Pledgorpayment and performance when due of all the Secured Obligations, each Pledgor does hereby grantpledges, pledge assigns, transfers and assign grants to the Pledgee Trustee for its benefit and the benefit of the Secured CreditorsParties, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, and to all of the right, title and interest in of Pledgor in, to and to under the followingfollowing property, whether now existing or hereafter from time to time acquired of such Pledgor (collectively, the "CollateralPLEDGED COLLATERAL"):
(a) all issued and outstanding 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 financial intermediary pertaining to the Pledged Shares all of the Collateral Accountsforegoing together with stock powers endorsed in blank for each share;
(b) all additional shares of Capital Stock, including or options, warrants or other rights to acquire Capital Stock, of any and all assets issuer of whatever type or kind deposited 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 Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein additional securities and any interest of such Pledgor in the entries on the books of any type financial intermediary pertaining to such additional securities all of the foregoing together with stock powers endorsed in blank for each share;
(c) so long as a Default or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Accountan Event of Default shall have occurred and is continuing, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash returns of capital and other property from time to time received, receivable or otherwise distributed to such Pledgor in respect of or in exchange for any or all of the foregoing;
Pledged Shares (b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its rightcollectively, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to 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"DISTRIBUTIONS"); 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 Asset Sale Proceeds from an Asset Sale 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, until (i) such cash and Cash Equiva- lents are applied (A) to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action rxxxx Indebtedness in connection accordance with any Section 4.17 of the foregoing Indenture, (with all B) to an investment pursuant to clause (iii)(b) of the foregoing rights only 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 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 applied to any such uses pursuant to Section 4.17 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;Indenture.
(e) all Security Entitlements of the Trustee shall invest such Pledgor from time to time Distributions as directed in any and all writing by a majority of the foregoing;
Noteholders in Permitted Investments (f) all Financial Assets and Investment Property as defined in the Indenture). The Trustee shall not be responsible for any loss that results from making an investment in accordance with these instructions including any loss of such Pledgor from time to time; and
(g) all Proceeds of principal, interest or 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 Corporationpenalty.
Appears in 1 contract
Samples: Securities Pledge Agreement (Acme Intermediate Holdings LLC)
Pledge. To secure (a) The following Liens on the Obligations Collateral are hereby granted:
1. As security for the payment and performance, as the case may be, in full of the First 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 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 owed included in the Collateral (the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to be performed the Collateral Agent and by such Pledgorother 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, each Pledgor does hereby grantwhich 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, pledge together with all right, title, interest, powers, privileges and assign to preferences pertaining or incidental thereto, unto the Pledgee Collateral Agent, its successors and assigns, for the benefit of the Secured CreditorsParties, forever; subject, however, to the terms, covenants and does hereby create 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 if (i) any Existing Unsecured Debt is required to be secured by a continuing security interest in favor Lien on such Collateral as a result of the Pledgee operation of any negative pledge covenant in any indenture, agreement or instrument governing such Existing Unsecured Debt or (ii) the Existing Unsecured Debt ceases to be outstanding or no longer restricts the 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. 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 Creditors in, Parties and the Third Priority Secured Parties and it is expressly understood and agreed that all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, assignment and liens granted by the Pledgors for the benefit of the Second Priority Secured Parties 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 the Third Priority Secured Parties 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 (includingOriginal Agreement are not terminated hereby, but not limited tocontinue and remain in full force and effect, 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 foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything subject 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 terms 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 Corporationprovisions hereof.
Appears in 1 contract
Pledge. To secure 2.1 In order to guarantee the Obligations now full and indefeasible payment and performance, when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or hereafter owed otherwise), of the Foreign Holdings Obligations, the PR Borrower Obligations, the obligations of Foreign Holdings and PR Borrower under the Modular Brazil Pledge Agreement, and the obligations of Modular Brazil and PR Borrower under this Agreement (collectively, the “Guaranteed Obligations”), the Pledgors hereby pledge or undertake to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee Agent, for the benefit of the Secured CreditorsLenders, the following assets and does hereby create a continuing security interest in favor rights, pursuant to article 1,431 et seq. of the Pledgee for the benefit of the Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):Brazilian Civil Code:
(a) each [•] ([•]) quotas of the Collateral Accountscapital stock of the Company currently owned by Modular Brazil (the “Modular Brazil Quotas”):
(b) one (1) quota of the capital stock of the Company currently owned by PR Borrower (the “PR Borrower Quota” and, including together with the Modular Brazil Quotas, the “Quotas”);
(i) all shares resulting from any and conversion of the Quotas into shares in connection with the transformation of the Company into a company with its capital stock divided into shares, as well as (ii) all assets additional quotas or shares representing the capital stock of whatever type the Company, or kind deposited all quotas or shares of the capital stock of any successor for any reason of the Company, which may be at any time subscribed to, bought or otherwise acquired by such any Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, (including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities any quotas or interests therein shares acquired as a result of any type merger, consolidation, spin-off, exchange, split, corporate reorganization or otherwise), even if such quotas or shares may be in addition to, in replacement of, or a result of a conversion or exchange with respect to, any existing quotas or shares owned by Modular Brazil and/or PR Borrower, together with all options, subscription rights and rights of any similar nature deposited or required owned by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed Modular Brazil and/or PR Borrower in respect of or in exchange for any or all of the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and equity interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advancedCompany, for services rendered so long as this Agreement remains in force (the “Additional Modular Brazil Stock” 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 rightthe “Additional PR Borrower Stock”, poweras the case may be, 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 approvaland, together with full power and authority to demandthe Quotas, 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 foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default“Pledged Stock”); and
(Fd) (i) 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, interestprofits, dividends, interest on equity (Juros sobre capital), income, rights, distributions, bonuses and any other amounts credited, paid, distributed or otherwise delivered, or to be credited, paid, distributed or otherwise delivered, for any reason, to Foreign Holdings and/or PR Borrower in respect of any Pledged Stock, as well as (ii) any assets or rights and other property into which the Pledged Stock is or may be converted 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 Rights Related to the contrary contained in this Section 3.1Pledged Stock” and, (x) except as otherwise provided in Section 8.12 of together with the Credit AgreementPledged Stock, 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 “Pledged Assets 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 CorporationRights”).
Appears in 1 contract
Samples: Loan and Security Agreement (SMART Modular Technologies (DE), Inc.)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each The Pledgor does hereby grant, pledge and assign pledges to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, Party all of the rightmembership interests in the Pledged Tenants (the "Pledged Interests") listed in Exhibit B attached hereto and all other shares of stock, title and interest shares of beneficial interest, membership interests or other ownership interests in and to the following, whether now existing or hereafter Pledged Tenants in which the Pledgor may have rights from time to time acquired (collectively, the "Collateral"):
(a) each and any other securities or other investment property and other collateral of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquiredacquired which under this Agreement are required to be pledged to the Secured Party, existing and in each case, all certificates representing such Pledged Interests or arisingother 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 the Pledged Interests, together with all proceeds of the foregoing, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interestcash, distributionsnotes, cash and securities or other property from time to time receivedacquired, receivable or otherwise distributed in respect of of, or in exchange for for, the foregoing, (the Pledged Interests and any additional securities or collateral pledged hereunder, collectively, the "Pledged Collateral"), and the Pledgor hereby grants to the Secured Party a security interest in all of the foregoing;
Pledged Collateral and the proceeds thereof as security for the due and punctual payment and performance of the Secured Obligations (b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such hereinafter defined). 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 membership interests in the name of Pledged Tenants are not evidenced by 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, certificates 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 instruments. If in the name of future Pledgor possesses or controls any of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (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.or
Appears in 1 contract
Pledge. To secure As security for the Obligations now payment or hereafter owed or to be performed by such Pledgorperformance, as the case may be, in full of the Secured Obligations, each Pledgor does Grantor hereby grant, pledge assigns and assign pledges to the Pledgee Administrative Agent, its permitted successors and assigns, for the benefit of the Secured CreditorsParties, and does hereby create a continuing security interest in favor of grants to the Pledgee Administrative Agent, its permitted successors and assigns, for the benefit of the Secured Creditors inParties, a security interest in all of the such Grantor’s right, title and interest in, to and under, in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, case whether now owned or hereafter acquiredacquired by such Grantor or in which such Grantor now has or in the future may acquire any right, existing title or arisinginterest: (a)(i) the shares of capital stock and other Equity Interests owned by such Grantor, including, without limitationin any event, those listed opposite the name of such Grantor on Schedule I hereto, (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates or other instruments representing all Financial Assetssuch Equity Interests (if any) together with all stock powers or other instruments of transfer with respect thereto; (clauses (i), Investment Property(ii) and (iii), moneyscollectively, checks, drafts, Instruments, Securities or interests therein the “Pledged Equity Interests”); provided that the Pledged Equity Interests and the Pledged Collateral shall not include (A) Equity Interests of any type Person (other than a Wholly Owned Subsidiary), to the extent not permitted or nature deposited or required restricted by the Credit Agreement 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 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 Secured Debt Agreement 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 deposited 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 Collateral Account, and all investments and all certificates and other Instruments Equity Interest hereunder (including depository receipts, if anyany 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 representing owned by such Grantor, including, in any event, Indebtedness listed opposite the name of such Grantor on Schedule I hereto, (ii) all Indebtedness in the future issued to or otherwise acquired by such Grantor and (iii) the promissory notes and any other instruments evidencing all such Indebtedness, excluding, in each case the same[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”); (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01 and Section 2.02; (d) subject to Section 2.05, all payments of principal or interest, dividends, interestcash, distributions, cash instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of other Proceeds received in respect of, the foregoing;
securities referred to in clauses (a), (b) all Securities of such Pledgor from time to time;
and (c) above; (e) subject to Section 2.05, all Limited Liability Company Interests rights and privileges of such Pledgor from time Grantor with respect to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to 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 securities and other property at any time referred to in clauses (a), (b), (c) 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 above; 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 foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) except as otherwise provided in Section 8.12 of the Credit Agreement, no Pledgor (foregoing to the extent that it is such Proceeds would constitute property referred to in clauses (a) through (e) above (the Borrower or a Domestic Subsidiary of items referred to in clauses (a) through (f) above being collectively referred to as 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“Pledged Collateral”).
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or to be performed by such PledgorThe Pledgor hereby pledges, each Pledgor does hereby grantgrants, pledge assigns, hypothecates, transfers and assign delivers to the Pledgee for the benefit of the Secured Creditors, and does hereby create Collateral Agent a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the following property, wherever located, now owned or at any time hereafter acquired by the Pledgor or in which the Pledgor now has or at any time in the future may acquire any right, title and or interest in and to the following, whether now existing or hereafter from time to time acquired (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) each all of the Collateral AccountsPledgor’s limited liability company interests in Company, including any the interests described on Schedule I and all assets of whatever type or kind deposited by such Pledgor the Pledgor’s right to after acquired limited liability company interests in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral AccountCompany (the “LLC Interests”), and all investments and all certificates and other Instruments (including depository receipts, if any) from time of the Pledgor’s rights to time representing or evidencing acquire limited liability company interests in the same, and all dividends, interest, distributions, cash and other property from time Company in addition to time received, receivable or otherwise distributed in respect of or in exchange or substitution for any or all of the foregoingLLC Interests;
(b) all Securities of such Pledgor the Pledgor’s rights, privileges, authority and powers as a member of the Company under the Company Agreement or otherwise, including (i) the member’s right to a share of the profits of the Company, (ii) the right to receive distributions from time the Company, (iii) the member’s right to timevote and participate in the management of the Company and (iv) the member’s capital account in the Company, in each case, as permitted by Applicable Law;
(c) all Limited Liability Company Interests of such Pledgor from time to time certificates or other documents representing any and all of its right, title the Pledged Collateral described in clauses (a) and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(Ab) 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 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 thereofabove;
(d) all Partnership Interests dividends, distributions, cash, securities, instruments and other property or proceeds of such Pledgor from time to time and all of its right, title and interest in each partnership any kind 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 may be entitled in respect its capacity as member of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect the Company by way of Partnership Interestsdistribution, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds return of capital or otherwise;
(Ce) all without affecting any obligations of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, the Pledgor or the Company 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 other Loan Documents, in the event of any consolidation 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 merger in connection with any of which the foregoing (with all of Company is not 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 foregoingsurviving Person, all certificates and instruments representing ownership interests of any class or evidencing character in the successor Person formed by or resulting from such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable consolidation 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 foregoingmerger;
(f) all Financial Assets 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 Investment Property of such Pledgor from time to timeits property; and
(g) all Proceeds proceeds, products and accessions of and to any and all of the foregoing. Notwithstanding anything to property described in the contrary contained in this Section 3.1, preceding clauses (xa) except as otherwise provided in Section 8.12 of the Credit Agreement, no Pledgor through (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrowerf) 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 Corporationabove.
Appears in 1 contract
Samples: Credit Agreement (Redaptive, Inc.)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee (a) As security for the benefit prompt payment and performance of the Secured CreditorsObligations 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 does hereby create assigns to Secured Party a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the Pledgor's right, title title, and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;.
(b) all Securities 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 from time pursuant to time;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) all Limited Liability Company Interests If any wholly owned Subsidiary of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such any Pledgor shall at any time be entitled in respect merged into any other wholly owned Subsidiary 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 agreementPledgor, or at law or otherwise shall be dissolved, then, in respect either case, upon delivery to Secured Party of such Limited Liability Company Interests;
(D) all present and future claimsevidence, if anyreasonably satisfactory to Secured Party, of such merger or dissolution, Secured Party shall deliver to the applicable Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all the pledged certificates representing the pledged shares 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 foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (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 Corporationwholly owned Subsidiary.
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgorpayment and performance of the Obligations, each Pledgor does hereby grantpledges to Administrative Agent, pledge for its benefit and assign to the Pledgee for the benefit of the Secured CreditorsParties, and does hereby create a continuing security interest in favor of the Pledgee grants to Administrative Agent, for its benefit and the benefit of the Secured Creditors Parties, a security interest in, any and all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired following (collectively, the "“Pledged Collateral"”):
(a) each all of the Collateral Accountsshares of the Capital Stock, including any membership interests, partnership interests and all assets other equity interests of whatever type each corporation, limited liability company, limited partnership or kind deposited other legal entity (collectively, the “Issuers” and each, an “Issuer”), identified on Exhibit A attached hereto held by such each Pledgor in such Collateral Account(the “Pledged Securities”), whether now owned or hereafter acquiredand the certificates (if any), existing or arising, including, without limitationrepresenting the Pledged Securities, all Financial Assetsoptions, Investment Propertywarrants and other rights to acquire additional shares of Capital Stock, moneysmembership interests, checks, drafts, Instruments, Securities or partnership interests therein and all other equity interests of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Accounteach Issuer, and all investments the shares, membership interests, partnership interests and other equity interests underlying such rights and all certificates distributions, dividends (in the form of cash, securities or otherwise), cash, instruments, chattel paper and other Instruments (including depository receiptsrights, if any) from time to time representing property or evidencing the same, proceeds and all dividends, interest, distributions, cash and other property products from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoingPledged Securities;
(b) all Securities additional shares of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time the Capital Stock, membership interests, partnership interests and all other equity interests of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall Issuer at any time be entitled acquired by the Pledgors in respect of any manner, and the certificates (if any), representing such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interestsadditional shares, 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 membership interests, liens partnership interests 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;
other equity 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 any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability companyadditional shares, membership interests, partnership interests and other equity interests, with respect to make determinationswhich the Pledgors shall execute and deliver to Administrative Agent a pledge supplement in the form of Exhibit B attached hereto (a “Pledge Supplement”), to exercise any election (including, but not limited to, election shall constitute part of remedies) or option or to give or receive any notice, consent, amendment, waiver or approvalthe Pledged Securities under this Agreement), together with full power and authority to demandall distributions, receive, enforce, collect or receipt for any dividends (in the form 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, securitiessecurities or otherwise), interestcash, dividendsinstruments, rights chattel paper and other rights, property at any time or proceeds and products 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 rightadditional shares, title and interest in each membership interests, 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 interests 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 equity 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
(Fc) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds proceeds of any and all of the foregoing. Notwithstanding the foregoing or anything else to the contrary contained in this Section 3.1herein, (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) Pledged Collateral shall be required at not include 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 CorporationExcluded Capital Stock.
Appears in 1 contract
Pledge. To secure Each Pledgor hereby pledges to Agent, on behalf of itself and the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the Secured CreditorsLenders, and does hereby create grants to Agent, on behalf of itself and the Lenders, a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the right, title and interest in and to the followingfollowing of such Pledgor, whether now existing or hereafter from time to time arising or acquired (collectively, the "“Pledged Collateral"”):
(a) each of the Collateral Accounts, including any Pledged Shares and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, documents and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the samePledged Shares, all rights, privileges, authority and powers of Pledgor as owner or holder of the Pledged Shares (including rights arising under the bylaws, articles and similar organizational documents) and all dividends, interest, distributions, cash 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 the Pledged Shares and all rights to receive payment of principal and interest on loans made by Pledgor to Pledged Entity and all books, records and documents pertaining to the foregoing;
(b) all Securities such portion, as determined by Agent as provided in Section 7(d) below, of such Pledgor from time to time;
(c) all Limited Liability Company Interests any additional shares of such Pledgor Stock of a Pledged 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 of its rightdividends, title and interest in each limited liability company to which each such interest relatesdistributions, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to 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 instruments and other property at any time and or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofof such Stock;
(dc) all Partnership Interests of such Pledgor from time to time the Pledged Indebtedness and the promissory notes or instruments evidencing the Pledged Indebtedness, and all of its rightinterest, title and interest in each partnership to which each such interest relatescash, 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 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 assets from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;the Pledged Indebtedness; and
(ed) all Security Entitlements of additional Indebtedness arising after the date hereof and owing to Pledgor and evidenced by promissory notes or other instruments, together with such Pledgor promissory notes and instruments, and all interest, cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in any and all respect 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 CorporationPledged Indebtedness.
Appears in 1 contract
Samples: Pledge Agreement (BG Medicine, Inc.)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor(a) The Grantor hereby pledges, each Pledgor does hereby grant, pledge grants and assign collaterally assigns and transfers to the Pledgee Collateral Agent, for the benefit of the CA Secured CreditorsParties, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in and to all of the following personal property, in each limited liability company to which each such interest relatescase, wherever located and whether now existing owned 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 hereafter acquired by the Grantor or in respect which the Grantor now has or at any time in the future may acquire any right, title or interest (collectively, 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 such Limited Liability Company the Obligations under the ABL Credit Agreement (the “Secured Obligations”):
(i) the Pledged LLC Interests;
(Bii) to the extent not otherwise included, all other payments due or to become due to such Pledgor rights of any nature whatsoever 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 Intereststhe foregoing, including any power to terminatewithout limitation, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments all voting rights and to take any and all other action on behalf economic rights of and the Grantor 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 foregoingBorrower; and
(Fiii) any and all other property hereafter delivered in substitution for or in addition to any Proceeds 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;.
(db) 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 foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in the Loan Documents, the Grantor shall not be required pursuant to this Section 3.1Agreement, 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, (xi) except as otherwise provided the Grantor shall remain liable for all of its obligations in Section 8.12 respect of the Credit Agreement, no Pledgor Collateral (including any agreement included therein) and nothing contained herein is intended or shall be a delegation of duties to the extent that 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 is thereunder all in accordance with and pursuant to the Borrower terms and provisions thereof and neither the Collateral Agent nor any other CA Secured Party shall have any obligation or a Domestic Subsidiary 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 Borrower) shall be required at Collateral Agent nor any time other Person have any obligation to pledge hereunder more than 65% of make any inquiry as to the Voting Stock nature or sufficiency of any Foreign Corporation 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 (yiv) each Pledgor shall be required to pledge hereunder 100% the exercise by the Collateral Agent of any Nonof 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-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.DOCS\149536231.6
Appears in 1 contract
Pledge. To secure (a) The following Liens on the Obligations Collateral are hereby granted:
1. As security for the payment and performance, as the case may be, in full of the First 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 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 owed included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to be performed the Collateral Agent and by such Pledgorother 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, each Pledgor does hereby grantwhich 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, pledge together with all right, title, interest, powers, privileges and assign to preferences pertaining or incidental thereto, unto the Pledgee Collateral Agent, its successors and assigns, for the benefit of the Secured CreditorsParties, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors inforever; subject, all of the righthowever, title and interest in and to the followingterms, whether now existing or hereafter from time to time acquired (collectivelycovenants and conditions hereinafter set forth. Notwithstanding any other provision hereof, the "Collateral"):
(a) each of the if any Collateral Accountsconstitutes Restricted Securities, including any and all assets of whatever type or kind deposited by such Pledgor in then such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of shall not secure any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to 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 foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) Obligations constituting Exempted Indebtedness except as otherwise provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it such Obligations constitute Restricted Secured Indebtedness; provided that (i) if any Public Debt is the Borrower or required to be secured by a Domestic Subsidiary Lien on such Collateral as a result of the Borroweroperation of any negative pledge covenant in any indenture, agreement or instrument governing such Public Debt or (ii) the Public Debt ceases to be outstanding or no longer restricts the ability of any Pledgor to pledge Restricted Securities without also securing the Public Debt, then the Obligations secured hereunder shall be required at equal to the maximum aggregate amount of Obligations then outstanding. If any time to pledge hereunder more than 65% Collateral constitutes Restricted Securities any payments or repayments of the Voting Stock Obligations shall not be deemed to be applied against, or to reduce, the amount of any Foreign Corporation and (y) each Pledgor shall Restricted Secured Indebtedness that may 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 Corporationsecured hereby.
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each The Pledgor does hereby grant, pledge and assign pledges to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, Parties all of the right, title and shares of beneficial interest in the Tenant (the “Pledged Shares”) listed in Exhibit A attached hereto and to all other shares of beneficial interest in the following, whether now existing or hereafter Tenant in which the Pledgor may have rights from time to time acquired (collectively, the "Collateral"):
(a) each and any other securities or other investment property and other collateral of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquiredacquired which under this Agreement are required to be pledged to the Secured Parties, existing and in each case, all certificates representing such Pledged Shares or arisingother 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 the Pledged Shares, together with all proceeds of the foregoing, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interestcash, distributionsnotes, cash and securities or other property from time to time receivedacquired, receivable or otherwise distributed in respect of of, or in exchange for for, the foregoing, (the Pledged Shares and any additional securities or collateral pledged hereunder, collectively, the “Pledged Collateral”), and the Pledgor hereby grants to the Secured Parties a security interest in all of the foregoing;
Pledged Collateral and the proceeds thereof as security for the due and punctual payment and performance of the Secured Obligations (b) all Securities of such as hereinafter defined). The Pledgor from time has delivered to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all deposited with 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 Secured Parties 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, certificates or other instruments or ordersrepresenting the Pledged Collateral and undated trust share powers endorsed in blank, to file any claims as security for the payment and to take any action in connection with any performance of all 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 Secured Obligations. If in the name of future the Pledgor possesses or controls 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, other certificates or other instruments or ordersrepresenting the Pledged Collateral, the Pledgor shall immediately and without notice deliver the same to file any claims the Secured Parties together with undated trust share powers endorsed in blank, as security for the payment and to take any action in connection with any performance of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (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 CorporationSecured Obligations.
Appears in 1 contract
Samples: Pledge of Shares of Beneficial Interest Agreement (Five Star Quality Care Inc)
Pledge. To secure the Obligations now or hereafter owed or to be performed by prompt and complete payment and performance of the respective Liabilities of each such Pledgor, each such Pledgor does hereby grantgrants, pledge pledges, hypothecates, assigns, transfers, sets over and assign to delivers unto the Pledgee Administrative Agent, for the benefit of the Secured CreditorsBanks, and does hereby create a continuing security interest in favor of Lien on the Pledgee for the benefit of the Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired following (collectively, herein collectively called the "Collateral"):
(a) each the shares of capital stock of the Collateral AccountsIssuer described in Schedule 1 hereto, whether in certificated form or otherwise, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing such shares of capital stock (herein called the same"Pledged Shares"), and together with all cash, securities, interests, dividends, interestrights, distributionsnotes, cash instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoingsuch Pledged Shares;
(b) all Securities additional shares of such Pledgor capital stock of the Issuer from time to timetime acquired by the Pledgor and purchased with proceeds of the Loans including, without limitation, any uncertificated Securities (which additional shares of capital stock shall constitute a part of, and be, "Pledged Shares"), and, in the case of certificated capital stock of the Issuer, the certificates representing or evidencing such additional shares, together with all cash, securities, interest, dividends, rights, notes, instruments 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 such additional shares;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to 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 to the Administrative Agent in substitution for or in addition to any of the foregoing, and all certificates and instruments representing or evidencing such other property and property, together with 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 Partnership Interests proceeds, rents, issues, profits and returns of such and from all 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 Administrative Agent, its successors and assigns, for the benefit of the Banks, forever; subject, however, to the terms, covenants and conditions hereafter set forth. Each Pledgor agrees to deliver to the Administrative Agent, promptly upon receipt and in the case of the Pledged Shares in due form for transfer (i.e., endorsed in blank accompanied by undated stock or bond powers executed in blank or registered on the books of the Issuer) and, subject to the provisions of Section 6 hereof, any Collateral which may at any time or from time to time be in or come into possession or control of any Pledgor; and all of its rightprior to the delivery thereof to the Administrative Agent, 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 Collateral shall be held by 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 separate and apart from 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 cashin express trust for the Administrative Agent, 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 the benefit 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 CorporationBanks.
Appears in 1 contract
Pledge. To secure (a) As security for the Obligations full payment or performance when due (whether at stated maturity, by acceleration or otherwise) of any and all of the Senior Debt now existing or hereafter owed or arising, the Pledgor hereby grants, pledges and collaterally assigns to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing security interest creates in favor of the Pledgee for Collateral Agent, a lien on (the benefit of the Secured Creditors in"SECURITY INTEREST") in all estate, all of the right, title and interest in of the Pledgor in, to and to under the followingfollowing collateral, whether now existing or hereafter from time acquired (the "COLLATERAL"):
(i) the ownership interests in AES URC and to time acquired 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 AES URC, now or hereafter owned by the Pledgor, in each case together with the certificates evidencing the same (collectively, the "CollateralPLEDGED INTERESTS"):);
(aii) each 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 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 the holders of, or otherwise in respect of, the Pledged Interests; provided, however, that such Security Interest in any Dividend 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 Dividend once such Dividend is distributed from the Distribution Account in accordance with the terms of the Collateral AccountsAgency Agreement and is no longer an asset of the Pledgor;
(iii) without affecting the obligations of the Pledgor or AES URC under any provision prohibiting such action hereunder, including in the event of any consolidation or merger in which AES URC 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) to the extent not included in the foregoing, all proceeds, products and accessions of and to any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arisingthe foregoing, including, without limitation, all Financial Assets"proceeds," as defined in the Uniform Commercial Code of the State of New York (the "UCC"), Investment Propertyincluding whatever is received upon any collection, moneysexchange, checks, drafts, Instruments, Securities sale or interests therein other disposition of any type or nature deposited or required by of the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral AccountCollateral, and all investments and all certificates and other Instruments (including depository receiptsany property into which any of the Collateral is converted, if any) from time to time representing whether cash or evidencing the samenoncash proceeds, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to 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) amounts paid or option payable under 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 foregoingCollateral; andit being understood that the Security Interest in the proceeds, products and accessions of and to any 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 Collateral once such 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 Pledgor.
(Fb) all other property hereafter delivered This Pledge Agreement secures, in substitution for or in addition to any of accordance with the foregoingprovisions hereof, 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;the Senior Debt.
(dc) all Partnership Interests of such The Collateral Agent and the Pledgor from time to time acknowledge 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 agree that 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 that may 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 exercised from time to time receivedhereunder during the continuance of a Trigger Event under the Collateral Agency Agreement, receivable or otherwise distributed will be exercised by the Collateral Agent subject to, and 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 accordance with, the terms 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 Collateral Agency Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or maximum extent permitted by applicable law, the Pledgor hereby, and shall from time to be performed by such Pledgortime and on a continuous basis, each Pledgor does hereby grant, pledge and assign pledges to the Pledgee for and grants to the benefit of the Secured Creditors, and does hereby create Pledgee a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all the following (collectively, the “Pledged Collateral”):
(a) All of the right, title and interest of the Pledgor in the Equity Interests now existing (such now-existing shares being identified on Exhibit A attached hereto and made a part hereof) and hereinafter held in the name of the Pledgor resulting from the exercise of any options or warrants (all of the said Equity Interests being hereinafter collectively referred to as the “Pledged Shares”), herewith delivered to the followingPledgee, whether now existing and all dividends, distributions, cash, instruments and other property from time to time received, receivable or hereafter otherwise distributed in respect of, or in exchange for, any or all of the Pledged Shares;
(b) Any additional equity interests of the WFOE otherwise to be pledged to the Pledgee pursuant to the Notes or other Security Documents (as defined in the Indenture) binding the Pledgor which equity interests are not yet Pledged Shares described on Exhibit A attached hereto (as such exhibit may be amended from time to time) (“Additional Equity Interests”) from time to time acquired (collectively, by and held in the "Collateral"):
(a) each name of the Collateral Accounts, including Pledgor from the date hereof in compliance with the then effective articles of association of the WFOE (any such additional equity interests shall constitute part of the Pledged Shares and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement Pledgee is irrevocably authorized to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) amend Exhibit A from time to time representing to reflect such additional equity interests), which might result from (a) the exercise of any options or evidencing warrants or (b) any change in the samecapital structure of the WFOE, and all dividends, interest, distributions, cash cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of such Pledgor from time to timeEquity Interests or Additional Equity Interests;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its rightAny options, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets warrants 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 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 options in respect of or in exchange for any or all thereofof the Equity Interests or Additional Equity Interests, to the extent such options, warrants and rights are permitted to be pledged to the Pledgee under the then effective law;
(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 All 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)foregoing; and
(Fe) all other property hereafter delivered in substitution for The proceeds of any liquidation, winding up or in addition to any dissolution 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 WFOE payable 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 CorporationPledgor.
Appears in 1 contract
Pledge. To secure As collateral security for the Obligations now or hereafter owed or to be performed by such payment and performance when due of all of the Secured Obligations, each Pledgor, each Pledgor does jointly and severally, hereby grantpledges, pledge assigns, transfers and assign grants to the Pledgee Agent for its benefit and the benefit of the Secured CreditorsLenders, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, and to all of the right, title and interest in of such Pledgor in, to and to under the followingfollowing property, whether now existing or hereafter from time to time acquired (collectively, the "CollateralPLEDGED COLLATERAL"):): UTI - PLEDGE AGREEMENT
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoingissued 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 Securities additional shares of such Pledgor capital stock of any issuer of the Pledged Stock from time to timetime 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 Limited Liability Company Interests of such Pledgor from time to time 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 all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authorityauthority axx xxxxxx of such Pledgors in and to PUDC, optionsLSM, security interestsADF, liens PPLP, PPTC, PPDCW, PPDCS, UTIMS, UTI, and remediesNDLP (collectively, the "Partnerships") or under the Agreements of Limited Partnership of the Partnerships (the "PARTNERSHIP AGREEMENTS") (collectively, the "INITIAL PLEDGED PARTNERSHIP INTERESTS"), and the certificates, instruments and agreements, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company representing the Initial Pledged Partnership 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 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;
(Ci) all of its claims, rights, powers, privileges, authority, options, security interests, liens the membership interests (1) of Patterson GP 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 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 3.1Patterson LP owned by Parent, (x2) except as otherwise provided in Section 8.12 of the Credit Agreementxx Xxxxxxxxx GP2 owned xx XXXC, 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 (y3) 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.Norton GP oxxxx xx XDS (the "Initial Pledged Memberxxxx Xxxxrests");
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each The Pledgor does hereby grant, pledge and assign pledges to the Pledgee for the benefit of the Secured CreditorsIndenture Trustee, and does hereby create grants to the Indenture Trustee a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired following (collectively, the "Pledged Collateral"):
(a) all of Pledgor'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 Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor LP Units in such Collateral Account, whether now owned or hereafter acquired, existing or arisingeach Subsidiary Partnership, including, without limitationbut not limited to, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, general intangibles and contract rights related thereto;
(d) all investments documents and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing Pledgor's partnership interest in each Subsidiary Partnership;
(e) all of Pledgor's interest in and to the sameprofits 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 to receive payments of principal and interest on any loans and/or other extensions of credit made by Pledgor or its Affiliates to the Subsidiary Partnerships and any all dividends, interest, instruments creating or evidencing such rights;
(g) all distributions, cash cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of of, or in exchange for for, Pledgor's partnership interest in the Subsidiary Partnerships; and
(h) any or all other right, title, interest, privilege, authority and power of the foregoing;
(b) Pledgor in or relating to the Subsidiary Partnerships, all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquiredarising, includingand whether arising under a partnership agreement (as the same may be amended, without limitation:
(Amodified or restated from time to time) 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 equity 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 proceeds 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 all books and records of the foregoing; and
(F) all other property hereafter delivered in substitution for or in addition Pledgor pertaining to any of the foregoing. Notwithstanding the foregoing, all certificates it is expressly understood 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 agreed that the security interest in each partnership the Pledged Collateral shall be subordinate to which each such the security interest relatesof III Finance, whether now existing or hereafter acquired, including, without limitation:
Ltd. (Athe "Lender") 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 Senior Indebtedness provided by the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything Lender 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 CorporationPledgor.
Appears in 1 contract
Samples: Pledge Agreement (Aegis Consumer Funding Group Inc)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Each Pledgor does hereby grant, pledge and assign pledges to the Pledgee Collateral Agent and grants to the Collateral Agent for the benefit of the Secured Creditors, and does hereby create Parties a continuing first priority security interest in favor of the Pledgee for following (the benefit of "PLEDGED COLLATERAL") to secure the Secured Creditors inObligations (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 right, title and interest in and to Pledged Shares;
(ii) all additional shares of stock of any issuer of the following, whether now existing or hereafter Pledged Shares from time to time acquired by each Pledgor in any manner (collectively, the "Collateral"):
(a) each which shares shall be deemed to be part of the Collateral AccountsPledged Shares), including and the certificates representing such additional shares and any and all assets interest of whatever type or kind deposited by such each Pledgor in the entries on the books of any financial intermediary pertaining to such Collateral Accountadditional shares, whether now owned or hereafter acquiredand, existing or arising, including, without limitationsubject to Section 6, all Financial Assetsdividends, Investment Propertycash, moneysoptions, checkswarrants, draftsrights, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates instruments and other Instruments (including depository receipts, if any) property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares;
(iii) all shares of any Person owned or 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 evidencing proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares; provided that no Pledgor shall be required to pledge more than 65% of the sameshares of capital stock of any Subsidiary which is a Foreign 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 (or a successor provision) of the Internal Revenue Code which investment would trigger an increase in the gross income of a United States shareholder of any Pledgor pursuant to Section 951 (or a successor provision) of the Internal Revenue Code; and
(iv) the Pledged Debt and the instruments evi- dencing the Pledged Debt, and all dividends, interest, distributionscash, cash instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities Pledged Debt. The foregoing pledge and grant of such Pledgor from time to time;
(c) all Limited Liability Company Interests a security interest confirms the pledge and grant of such Pledgor from time to time and all of its right, title and a first priority security interest in the Pledged Collateral to secure the Secured Obligations made in the Original Intermediate Subsidiary Pledge Agreement and confirmed in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all preceding amendment and restatement of the capital thereof Original Intermediate Subsidiary Pledge Agreement and its interest continues in all profits, losses, Limited Liability Company Assets respects the pledge 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 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, grant therein 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 foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any way causing any interruption in continuity from such original pledge 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 Corporationgrant.
Appears in 1 contract
Pledge. To secure Each Pledgor hereby grants, pledges, assigns and delivers to ------ the Obligations now or hereafter owed or Administrative Agent, for the ratable benefit of the Lenders (including the Issuing Lender in its capacity as such, and including any Lender in its capacity as a counterparty to be performed by such Pledgorany Hedge Agreement with the Borrower) and the Administrative Agent (collectively, each Pledgor does hereby grantthe "Secured Parties"), pledge and assign grants to the Pledgee Administrative Agent, for the ratable benefit of the Secured CreditorsParties, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the such Pledgor's right, title and interest in and to the following, in each case whether now owned or existing or hereafter from time to time acquired or arising (collectively, the "Collateral"):
(a) each all of the Collateral Accountsissued and outstanding 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 time owned by such Pledgor, including any and all assets of whatever type or kind deposited by such Pledgor securities described in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Accountclause (ii) below, and all investments rights, powers and privileges relating thereto or arising therefrom, together with all certificates certificates, instruments and other Instruments (including depository receipts, if any) from entries upon the books of financial intermediaries at any time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoingforegoing (collectively, the "Pledged Stock");
(b) subject to the provisions of SECTION 7, and as described more fully therein, all Securities interest, dividends, distributions and other amounts due or to become due, and all additional stock, warrants, options, securities and other property, paid or payable or distributed or distributable in respect of such Pledgor from time to time;any Pledged Investments; and
(c) all Limited Liability Company Interests Proceeds of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to 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 . For purposes of this Agreement, the foregoing, all certificates term "Proceeds" shall mean and instruments representing or evidencing such other property and include all cash, securities, interest, dividends, rights securities and other property at of any time 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 from time to time received, receivable or otherwise distributed distributions in respect of any Collateral, including pursuant to any insurance, indemnity or in exchange for guaranty with respect to any Collateral and pursuant to any liquidation, reorganization 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 similar proceeding with respect of such Partnership Interests;
(B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under or 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 issuer of or in exchange for obligor on 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 CorporationCollateral.
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each The Pledgor does hereby grant, pledge and assign pledges to the Pledgee for the benefit of the Secured CreditorsPledgee, and does hereby create grants to the ------ Pledgee a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired following (collectively, the "CollateralPLEDGED COLLATERAL"):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether Pledged Shares now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, Pledgor and all investments and all certificates and other Instruments (including depository receiptsthe certificates, if any) from time to time , representing or evidencing the samesuch Pledged Shares, and all dividends, interestcash, distributionssecurities, cash 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 Pledged Shares;
(b) the Pledged Units now owned by the Pledgor and the certificates, if any, representing such Pledged Units, 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 Units, and all other cash, securities, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of such Pledgor from time to timePledged Units;
(c) all Limited Liability Company Interests additional shares of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets Prime Securities 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 securities acquired by the Pledgor in any manner with 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 to the Pledged Shares 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 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 Pledged Units (including, but not limited to, election 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 remedies) the Pledged Shares or option 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 to give otherwise distributed in respect of or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt in exchange for any or all 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 foregoingsuch securities; and
(Fd) all other property hereafter delivered to the Pledgee in substitution for for, as proceeds of, or in addition to any of the foregoingforegoing and all certificates, all certificates instruments and instruments documents representing or evidencing such other property 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 conversion of 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 foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) except as otherwise provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 1 contract
Samples: Pledge Agreement (Reschke Michael W)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge pledge, hypothecate, mortgage, charge and assign to the Pledgee for the benefit of the Secured Creditors, 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 the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "CollateralCOLLATERAL"):
(ai) 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 of the Collateral AccountsAccount, including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, arising (including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities 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 Collateral Account, and all investments and all certificates and other Instruments instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing);
(biii) all Securities of such Pledgor from time to time;
Pledgor's (cx) all Limited Liability Company Interests of such Pledgor from time to time Partnership Interest and all of its such Pledgor's right, title and interest in each limited liability company to which Pledged Partnership and (y) Membership Interest and all of such Pledgor's right, title and interest in each such interest relatesPledged LLC, whether now existing or hereafter acquired, in each case including, without limitation:
(Aa) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company InterestsPartnership Interest and/or Membership Interest;
(Bb) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interestssuch 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;
(Cc) all of its claims, rights, powers, privileges, authority, options, security interestsinterest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company InterestsPartnership Interest and/or Membership Interest;
(Dd) all present and future claims, if any, of such the Pledgor against any such limited liability company Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(Ee) all of such Pledgor's rights under any partnership agreement or 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 Intereststhe Partnership Interest and/or Membership Interest, including any power to terminate, cancel or modify any partnership agreement or 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 any Partnership Interest or Membership Interest and any such limited liability company, Pledged Partnership and any 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 Assetforegoing, 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
(Ff) 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 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;
(eiv) all Security Entitlements of owned by 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
(gv) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) except as otherwise provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or to be performed by such PledgorPledgor hereby delivers, each Pledgor does hereby grant, pledge pledges and assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create grants a continuing security interest to Lender in favor of the Pledgee for the benefit of the Secured Creditors in, all of the Pledgor’s right, title and interest in in, to and to under the following, whether now existing or hereafter from time to time acquired following (collectively, the "“Collateral"):
”): (a) each 26.46% of the Collateral Accountslimited partnership interests of Xxxxxxx Shopping Center, including L.P., a Texas limited partnership (“Issuer”), and any and all assets additional partnership interests or other equity interests in Issuer hereafter acquired or obtained by Pledgor to the extent necessary to cause Lender to have a security interest in 26.46% of whatever type or kind deposited by the aggregate outstanding limited partnership interests of Issuer (all such Pledgor partnership interests referred to in such Collateral Account, whether this clause (a) are collectively referred to herein as the “Pledged Interest”); (b) any certificates now owned or hereafter acquiredrepresenting the Pledged Interest; (c) all distributions, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interestcash, distributionsinstruments, cash options, warrants, rights and other property from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or all upon the conversion, reclassification or other like change of the foregoing;
Pledged Interest; (d) all rights, privileges, powers, authority, claims and interests of Pledgor relating to or with respect to the Pledged Interest and the property referred to in clauses (b) all Securities of such Pledgor from time to time;
and (c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquiredabove, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company operating agreement or operating agreementand any other organizational document of Borrower; (e) all books, or at law records and other documents of Pledgor related to the Pledged Interests; (f) all general intangibles and investment property constituting, representing 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 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 evidencing any of the foregoing; and
and (Fg) all other property hereafter delivered in substitution for or in addition to proceeds of 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 forthwith deliver the Collateral 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 approvalLender, together with full power transfer powers in form and authority substance satisfactory to demandLender duly executed in blank regarding the Collateral. In the event that the Collateral is now or is hereafter evidenced by any limited partnership interest certificates or other certificates, receivePledgor shall promptly deliver such certificates to Lender. Pledgor hereby covenants and agrees that it shall not sell, enforcetransfer or otherwise dispose of, collect or receipt for permit any security interest, lien or other encumbrance to exist with respect to, any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or Collateral (other instruments or orders, to file any claims and to take any action in connection with any than the security interest of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of DefaultLender contemplated hereby); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) except as otherwise provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or and for the purposes set forth in Section 1, each Pledgor hereby:
(i) grants and pledges to be performed 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, each Pledgor does hereby grantif any, pledge and assign delivers to the Pledgee for certificates or instruments therefor, duly endorsed in blank in the benefit case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the Secured Creditorscase of Stock, Partnership Interests or Membership Interests, as the case may be, or such other instruments of transfer as are acceptable to the Pledgee;
(iii) assigns, transfers, hypothecates, mortgages, charges and does hereby create a continuing security interest in favor of sets over to the Pledgee for the benefit of the Secured Creditors in, all of the such Pledgor's right, title and interest in and to the followingsuch Securities (and in and to all certificates or instruments evidencing such Securities), whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required be held by the Credit Agreement or any other Secured Debt Agreement to be deposited Pledgee, upon the terms and conditions set forth in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoingthis Pledge Agreement;
(biv) grants, pledges, assigns and transfers to the Pledgee all Securities of such Pledgor from time to time;
Pledgor's (cx) all Limited Liability Company Partnership Interests of such Pledgor from time to time and all of its such Pledgee's right, title and interest in each limited liability company to which Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each such interest relatesPledged LLC, whether now existing or hereafter acquired, in each case including, without limitation:
(Aa) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Partnership Interests and/or Membership Interests;
(Bb) all other payments due or to become due to such Pledgor in respect of Limited Liability Company such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(Cc) all of its claims, rights, powers, privileges, authority, options, security interestsinterest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Partnership Interests and/or Membership Interests;
(Dd) all present and future claims, if any, of such the Pledgor against any such limited liability company Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(Ee) all of such Pledgor's rights under any partnership agreement or 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 the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or 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 any Partnership Interests or Membership Interests and any such limited liability company, Pledged Partnership and any 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 Assetforegoing, 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;
(Ff) 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 foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) to the extent not otherwise included, all Proceeds proceeds of any and or all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) except as otherwise provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 1 contract
Pledge. (i) To secure the Obligations now or hereafter owed or to be performed by of such PledgorPledgor and for the purposes set forth in Section 1 hereof, each Pledgor does hereby grant, pledge pledges and assign grants to the Pledgee for the benefit of the Secured Creditors, and does hereby create a first priority continuing security interest in favor in, and as part of such grant and pledge, hereby transfers and assigns to the Pledgee for the benefit of the Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
): (ai) such Pledgor's Partnership Interest in each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time Pledged Partnership Entity and all of its such Pledgor's right, title and interest in each limited liability company to which 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 relatesin each Pledged Limited Liability Company, in each case whether now existing or hereafter acquired, 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 InterestsInterest, 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 InterestsInterest, as the case may be, whether under any partnership agreement, limited liability company agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interestsinterest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or operating agreement, agreement or at law or otherwise in respect of such Partnership Interest or Limited Liability Company InterestsInterest, as the case may be;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company 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 InterestsInterest, 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 name of any of such Pledgor in respect of such Partnership Interest or Limited Liability Company Interests Interest and any such limited liability companyPledged Partnership Entity or Pledged Limited Liability Company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect collect, or receipt for any of the foregoing 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 foregoing; andforegoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuance of an Event of Default);
(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 foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(FG) all other property hereafter delivered in substitution for or in addition to any of the foregoingextent not otherwise included, all certificates proceeds 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 supporting obligations 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 1 contract
Samples: Credit Agreement (Eldertrust)
Pledge. To secure the Obligations now or hereafter owed or and for the purposes set ------ forth in Section 1, each Pledgor hereby:
(i) grants and pledges to be performed 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, each Pledgor does hereby grantif any, pledge and assign delivers to the Pledgee for certificates or instruments therefor, duly endorsed in blank in the benefit case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the Secured Creditorscase of Stock, Partnership Interests or Membership Interests, as the case may be, or such other instruments of transfer as are acceptable to the Pledgee;
(iii) assigns, transfers, hypothecates, mortgages, charges and does hereby create a continuing security interest in favor of sets over to the Pledgee for the benefit of the Secured Creditors in, all of the such Pledgor's right, title and interest in and to the followingsuch Securities (and in and to all certificates or instruments evidencing such Securities), whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required be held by the Credit Agreement or any other Secured Debt Agreement to be deposited Pledgee, upon the terms and conditions set forth in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoingthis Agreement;
(biv) grants, pledges, assigns and transfers to the Pledgee all Securities of such Pledgor from time to time;
Pledgor's (cx) all Limited Liability Company Interests of such Pledgor from time to time Partnership Interest and all of its such Pledgor's right, title and interest in each limited liability company to which Pledged Partnership and (y) Membership Interest and all of such Pledgor's right, title and interest in each such interest relatesPledged LLC, whether now existing or hereafter acquired, in each case including, without limitation:
(Aa) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company InterestsPartnership Interest and/or Membership Interest;
(Bb) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interestssuch 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;
(Cc) all of its claims, rights, powers, privileges, authority, options, security interestsinterest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company InterestsPartnership Interest and/or Membership Interest;
(Dd) all present and future claims, if any, of such the Pledgor against any such limited liability company Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(Ee) all of such Pledgor's rights under any partnership agreement or 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 Intereststhe Partnership Interest and/or Membership Interest, including any power to terminate, cancel or modify any partnership agreement or 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 any Partnership Interest or Membership Interest and any such limited liability company, Pledged Partnership and any 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 Assetforegoing, 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;
(Ff) 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 foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) to the extent not otherwise included, all Proceeds proceeds of any and or all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) except as otherwise provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 1 contract
Pledge. To secure As security for the Obligations now payment or hereafter owed or to be performed by such Pledgorperformance, as the case may be, in full of the Obligations, including the Guaranty, each Pledgor does Grantor hereby grant, pledge assigns and assign pledges to the Pledgee Collateral Agent, its successors and assigns, for the benefit of the Secured CreditorsParties, and does hereby create a continuing security interest in favor of grants to the Pledgee Collateral Agent, its successors and assigns, for the benefit of the Secured Creditors Parties, a security interest in, all of the such Grantor’s right, title and interest in in, to and to the following, under and whether now or hereafter existing or hereafter from time to time acquired arising (collectively, the "Collateral"):
(ai) all Equity Interests held by it in each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arisingits Restricted Subsidiaries, including, without limitation, the Equity Interests listed on Schedule I and any other Equity Interests in any Restricted Subsidiary obtained in the future by such Grantor and the certificates representing all Financial Assetssuch Equity Interests (collectively, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein the “Pledged Equity”); provided that the Pledged Equity shall not include (A) Equity Interests of any type or nature deposited or required by De Minimis Foreign Susidiary, (B) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(h) of the Credit Agreement if such Equity Interests are pledged as security for such Indebtedness and if and for so long as the terms of such Indebtedness prohibit the creation of any other Lien on such Equity Interests, (C) Equity Interests of any JV Entity if and for so long as the terms of any Contractual Obligation existing on the Closing Date prohibit the creation of any other Lien on such Equity Interests (or with respect to any JV Entity acquired after the Closing Date, as of the date of such acquisition; provided such Contractual Obligation was not entered into in connection with or anticipation of such acquisition), (D) Equity Interests in excess of 65% of the issued and outstanding Equity Interests of each Foreign Subsidiary (not otherwise excluded from the Pledged Equity) directly held by the Borrower or any other Secured Debt Agreement Guarantor, (E) Equity Interests of any Subsidiary with respect to which the Administrative Agent and the Borrower have determined in their reasonable judgment and agreed in writing that the costs of providing a pledge of such Equity Interests is excessive in view of the benefits to be deposited obtained by the Secured Parties therefrom and (F) any Equity Interests the pledge of which is prohibited by applicable Laws or which would require governmental consent, approval, license or authorization unless such consent, approval, license or authorization has been received; (ii) (A) the debt securities 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 by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the debt securities referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Collateral AccountAgent; (iv) subject to Section 2.06, and all investments and all certificates and other Instruments (including depository receiptspayments of principal or interest, if any) from time to time representing or evidencing the same, and all dividends, interestcash, distributions, cash instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or all of upon the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its rightconversion of, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of Proceeds received in respect of, the securities referred to in clauses (i) and in the name of any (ii) above; (v) subject to Section 2.06, all rights and privileges of such Pledgor in Grantor with 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 securities and other property at any time referred to in clauses (i), (ii) and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(diii) above; and (vi) all Partnership Interests Proceeds 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 (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together 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 foregoingright, all certificates and instruments representing or evidencing such other property and all cash, securitiestitle, interest, dividendspowers, rights privileges and other property at any time preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and from time to time receivedassigns, 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 the benefit 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 Secured Parties, forever, subject, however, to the contrary contained in this Section 3.1terms, (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 covenants 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 Corporationconditions hereinafter set forth.
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or Each Pledgor hereby pledges to be performed by such PledgorAgent, each Pledgor does hereby grant, pledge for its benefit and assign to the Pledgee for the benefit of the Secured CreditorsLenders, and does hereby create a continuing security interest in favor of the Pledgee grants to Agent, for its benefit and the benefit of the Secured Creditors Lenders, a continuing first priority and perfected security interest in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired following (collectively, the "Pledged Collateral"):
(a) each the Pledged Shares and any certificates representing the Pledged Shares, and all products and proceeds of any of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arisingPledged Shares, including, without limitation, all Financial Assetsdividends, Investment Propertycash, moneysinstruments, checkssubscriptions, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or warrants and any other Secured Debt Agreement to be deposited in such Collateral Account, rights and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash options and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoingPledged Shares;
(b) all Securities additional shares of such Pledgor from time to time;
stock, membership interests, limited liability company interests, and partnership interest of, or other equity interest in, any other Person (cwhich shall be an "Issuer" under and as defined in this Pledge Agreement) all Limited Liability Company Interests of such Pledgor from time to time acquired by such Pledgor in any manner, and all certificates representing such additional shares (any such additional shares shall constitute part of its rightthe Pledged Shares under and as defined in this Pledge Agreement), title and interest in each limited liability company to which each all products and proceeds of any of such interest relates, whether now existing or hereafter acquiredadditional Pledged Shares, including, without limitation:
(A) , all the capital thereof and its interest in all profitsdividends, lossesdistributions, 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 Interestscash, whether under any limited liability company agreement or otherwiseinstruments, whether as contractual obligationssubscriptions, 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 any of such Pledgor in respect of such Limited Liability Company Interests warrants 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 other rights 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 options 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 thereofof 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) all Partnership Interests of the Pledged Notes and the instruments representing the Pledged Notes and any collateral security at any time held by such Pledgor from time to time for any such Pledged Note, and all products and proceeds of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquiredthe Pledged Notes, including, without limitation:
(A) , all the capital thereof interest and its interest in all profitsprincipal payments, lossesinstruments, Partnership Assets and other distributions property from time to which such Pledgor shall at any time be entitled received, receivable or otherwise distributed in respect of such Partnership Interestsor in exchange for the Pledged Notes;
(Be) all other payments due or additional promissory notes from time to become due to time held by such Pledgor in respect of Partnership Interestsany manner, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
and the instruments representing such additional promissory notes (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;
(Eadditional promissory notes shall constitute part of the Pledged Notes under and as defined in this Pledge Agreement) 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 products and in the name proceeds of any of such Pledgor in respect of such Partnership Interests and any such partnershipadditional promissory notes, 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 foregoingwithout limitation, all certificates interest and instruments representing or evidencing such other property and all cashprincipal payments, securitiesinstruments, 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 additional promissory notes together with the foregoing;Pledged Notes, the "Pledged Debt"; and
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds other claims of any kind or nature and all any instruments, certificates, chattel paper or other writings evidencing such claims, whether in contract or tort and whether arising by operation of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1law, (x) except as otherwise provided in Section 8.12 of the Credit Agreementconsensual agreement or otherwise, 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 against any of any Foreign Corporation.its direct and indirect Subsidiaries;
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each The Pledgor does hereby grant, pledge and assign pledges to the Pledgee Agent, for the benefit of the Secured CreditorsAgent and the Lenders, and does hereby create a continuing security interest in favor of grants to the Pledgee Agent for the benefit of the Secured Creditors Agent and the Lenders, a 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 the right, title and interest of the Pledgor 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 allocation of) the profits, losses, income, gains, deductions, credits or similar items of the Borrower and the right to receive distributions of the followingBorrower’s cash, other property, assets, and all options and warrants for the purchase of membership interests, whether now existing or hereafter arising, 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 equity, or otherwise and any and all of the proceeds thereof (all of said membership interests, certificates, and warrants being hereinafter collectively referred to as the “Pledged Membership Interests”) herewith delivered to the Agent, and all distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of 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 (collectively, the "Collateral"):
(a) each any such additional interests shall constitute part of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral AccountPledged Membership Interests, and all investments and all certificates and other Instruments (including depository receiptsoptions, if any) from time to time representing or evidencing the same, and all dividends, interestwarrants, distributions, cash investment property, cash, instruments and other property rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such interests, and the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of promptly thereafter deliver to the Agent a certificate duly executed by the Pledgor describing 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 percentage interests, liens certificates, units, options or warrants 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 certifying that the name of any of such Pledgor in respect of such Limited Liability Company Interests same have been duly pledged hereunder and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election proceeds 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 . All of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (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 referred to pledge hereunder more than 65% of herein collectively as 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“Pledged Collateral”).
Appears in 1 contract
Pledge. To secure As security for the Obligations now payment or hereafter owed performance when due (whether at the stated maturity, by acceleration or to be performed by such Pledgorotherwise), as the case may be, in full of its Secured Obligations, each Pledgor does hereby grant, pledge assigns and assign pledges to the Pledgee Collateral Agent, its successors and permitted assigns, for the benefit of the Secured CreditorsParties, and does hereby create a continuing security interest in favor of grants to the Pledgee Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Creditors inParties, a security interest in all of the such Pledgor’s right, title and interest in in, to and to the following, whether now existing or hereafter from time to time acquired under (collectively, the "Collateral"):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired):
(a) all Equity Interests directly owned by it (including those listed on Schedule II) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (any such Equity Interests, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, the “Pledged Stock”); provided that the Pledged Stock shall not include any Excluded Securities or interests therein Excluded Property;
(b) (i) the debt obligations owed to such Pledgor listed opposite the name of any type such Pledgor on Schedule II, (ii) all other debt obligations existing on the Closing Date or nature deposited or required by in the Credit Agreement or future issued to such Pledgor, and (iii) the certificates, promissory notes and any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receiptsinstruments, if any, evidencing such debt obligations (the property described in clauses (b)(i), (ii) from time and (iii) above, the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Securities or Excluded Property;
(c) subject to time representing Section 2.6, all payments of principal or evidencing the sameinterest, and all dividends, interestcash, distributions, cash instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or all of upon the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time conversion of, and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled Proceeds received 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 the Pledged Stock 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 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 thereofPledged Debt;
(d) subject to Section 2.6, all Partnership Interests rights and privileges of such Pledgor from time with respect to time the Pledged Stock, Pledged Debt and all of its right, title and interest other property referred to in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:clause (c) above; and
(Ae) 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 Proceeds 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 (the Pledged Stock, Pledged Debt and other property referred to in this clause (e) and in clauses (c) and (d) above being collectively referred to as the “Pledged Collateral”); 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 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 foregoingright, all certificates and instruments representing or evidencing such other property and all cash, securitiestitle, interest, dividendspowers, rights privileges and other property at any time preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and from time to time receivedpermitted assigns, 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 the benefit of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to timeSecured Parties, forever; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything subject, however, to the contrary contained in this Section 3.1terms, (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 covenants 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 Corporationconditions hereinafter set forth.
Appears in 1 contract
Samples: Credit Agreement (Centurylink, Inc)
Pledge. To secure the Obligations now or hereafter owed or Parent hereby pledges and grants to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create Lender a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the right, title and interest in and to following (the following, whether now existing or hereafter from time to time acquired (collectively, the "“Pledged Collateral"”):
(a) each all of the Collateral Accountsshares of the capital stock, including any membership interests, partnership interests and all assets other equity interests of whatever type each corporation, limited liability company, partnership or kind deposited by such Pledgor other legal entity (collectively, the “Issuers” and each, an “Issuer”), other than the shares in such Collateral Accountexcess of 65% of the capital stock, whether membership interests, partnership interests and all other equity interests of any Issuer that is a Foreign Subsidiary, now owned or hereafter acquiredacquired by Parent (all such now owned or hereafter acquired shares of capital stock, existing or arisingmembership interests, partnership interests and all other equity interests, collectively, the “Pledged Shares”), including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein the shares of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Accountcapital stock of CC Holdings described on Schedule 1, and all investments and all certificates and other Instruments (including depository receiptsthe certificates, if any) from time to time , representing or evidencing the samesuch Pledged Shares, and all dividends, interestcash, distributionssecurities, cash 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 the foregoingsuch Pledged Shares;
(b) all Securities additional shares of capital stock, membership interests, partnership interests and all other equity interests acquired by Parent in any manner, and the certificates, if any, representing such Pledgor from time to time;
additional shares of capital stock, membership interests, partnership interests and all other equity interests (c) any such additional shares of capital stock, membership interests, partnership interests and all Limited Liability Company Interests other equity interests will constitute part of such Pledgor the Pledged Shares 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 and all of its rightreceived, title and interest in each limited liability company to which each such interest relates, whether now existing receivable 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 otherwise distributed 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 exchange for 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 rightadditional shares of capital stock, powermembership interests, 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 partnership interests 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 foregoingequity interests; and
(Fc) all other property hereafter delivered to Lender in substitution for for, as proceeds of, or in addition to any of the foregoing, all certificates certificates, instruments and instruments documents representing or evidencing such other property 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 (d) all Partnership Interests a “Pledge Supplement”), provided, that the failure of Parent to deliver any such Pledgor from time to time Pledge Supplement required hereby will not affect the foregoing pledge and all grant of its right, title and security interest in each any such additional shares of capital stock, membership interests, 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 interests 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 equity interests required 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 described therein. The Pledged Shares described on any Pledge Supplement will be deemed to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (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 Corporationalso update Schedule 1.
Appears in 1 contract
Samples: Securities Pledge Agreement (American BioCare, Inc.)
Pledge. To secure (a) As collateral security for the Obligations now or hereafter owed or full and timely performance of the Secured Obligations, Pledgor hereby delivers, deposits, pledges, transfers and assigns to be performed GS Inc., in form transferable by such Pledgordelivery, each Pledgor does hereby grant, pledge and assign to the Pledgee creates for the benefit of GS Inc. a perfected first priority security interest in, the Secured CreditorsPledged Shares (and all certificates or other instruments or documents evidencing the Pledged Shares) and, except as set forth in Section 2(a), all proceeds thereof (together with any securities or property to be delivered to GS Inc. pursuant to Section 2(b), "Pledged Securities"). Pledgor herewith delivers to GS Inc. appropriate undated security transfer powers duly executed in blank (or other documents deemed necessary or appropriate by GS Inc. to give GS Inc. control (as defined in Article 8 of the Uniform Commercial Code of the State of New York (the "UCC"))) (such transfer powers and other appropriate documents, the "Control Documents") in respect of Pledged Securities, and does hereby create a continuing security interest in favor of the Pledgee will deliver Control Documents for the benefit of the Secured Creditors in, all of the right, title and interest in and Pledged Securities to the following, whether now existing or hereafter be pledged hereunder from time to time acquired (collectivelytime. Until the termination of this Agreement, the "Collateral"):
(a) each Pledgor shall have no right to substitute, withdraw, transfer or otherwise dispose of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;Pledged Securities.
(b) Pledgor hereby represents and warrants to GS Inc. that the Pledged Shares constitute all Securities of such the capital stock of the Corporation; that, except for the lien and security interest granted hereby, Pledgor is the record and beneficial owner of all Pledged Shares free from any adverse claim, security interest, encumbrance, lien, charge, or other right or interest of any person; that, other than the Pledged Shares, there are no debt or equity securities of, or other interests in, the Corporation, and no rights, options, warrants or other agreements or instruments to acquire any debt or equity securities of, or other interest in, the Corporation; and that no person other than Pledgor possesses, directly or indirectly, any voting, economic or other interest in the Corporation.
(c) Pledgor hereby covenants and agrees with GS Inc. that until the termination or waiver of all of the Transfer Restrictions (as defined in the Shareholders' Agreement, dated as of May 7, 1999, among The Goldxxx Xxxhx Xxxup, Inc. and the individuals listed on Appendix A thereto, as in effect from time to time):
(i) Pledgor will not take any action which would have the effect of transferring or creating, directly or indirectly, any voting, economic or other interest in the Corporation;
(cii) all Limited Liability Company Interests of such Pledgor from time will not, directly or indirectly, take any action with respect to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest stock or other interests in all profits, losses, Limited Liability Company Assets and the Corporation which Pledgor would not be permitted to take if such capital stock or other distributions to which such interests were the shares of Common Stock received by Pledgor shall at any time be entitled in respect of such Limited Liability Company Interestsunder the Plan;
(Biii) all other payments due Pledgor will not permit the Corporation to issue, or to become due to such Pledgor in respect of Limited Liability Company Interestsredeem or otherwise acquire, whether under any limited liability company debt or equity securities of, or other interest in, the Corporation, or any right, option, warrant or other agreement or otherwiseinstrument to acquire any debt or equity securities of, whether as contractual obligationsor other interest in, damages, insurance proceeds or otherwisethe Corporation;
(Civ) all of its claimsPledgor will not permit the Corporation, rightsdirectly or indirectly, powersto create, privilegesincur, authorityassume, options, security interests, liens and remedies, if any, under guarantee or otherwise become directly or indirectly liable with respect to any limited liability company agreement or operating agreementindebtedness, 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 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 which might create a lien, claim or encumbrance on any of its assets; provided, however, that the foregoingPledgor may permit the Corporation to (i) grant a negative pledge of shares of Common Stock to a third-party lender to support a loan or line of credit for the Pledgor or the Corporation and (ii) incur indebtedness and/or pledge shares of Common Stock so long as the terms of such borrowing and/or pledge are approved in advance by GS Inc.
(v) Pledgor will take all necessary and appropriate actions to ensure that any transfer of Pledged Shares by GS Inc. upon enforcement of the pledge granted hereunder will be registered in the corporate records of the Corporation;
(vi) Subject to Section 2(a), Pledgor will not permit the Corporation to take any action without the prior written consent of GS Inc., other than (i) the purchase of up to five percent of an outstanding series or class of publicly-traded investment securities that are not assessable and impose no future capital commitments, (ii) the granting of a negative pledge of shares of Common Stock to a third-party lender to support a loan or line of credit for the Pledgor or the Corporation and (iii) the acquisition of interests in merchant banking funds sponsored by GS Inc. so long as the terms of any such acquisition are approved in advance by GS Inc.;
(vii) Pledgor will remain the sole shareholder of the Corporation, unless Pledgor has obtained the prior written consent of GS Inc., which consent will not be unreasonably withheld;
(viii) Pledgor will not permit any person to become a director of the Corporation other than persons appointed or approved by GS Inc.;
(ix) Pledgor will cause the Managing Directors of GS Inc. appointed by GS Inc. as directors of the Corporation (the "GS Appointees") to be elected as directors of the Corporation and will not take any action to remove any GS Appointee as director of the Corporation unless requested by GS Inc. to do so, in which case Pledgor will take all actions necessary and desirable to remove such GS Appointee and, if requested by GS Inc., to cause a successor GS Appointee to become a director of the Corporation; and
(Fx) all other property hereafter delivered in substitution for or in addition Pledgor will not permit the Corporation 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 dispose of any shares of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) Common Stock except as otherwise provided in Section 8.12 of the Credit Agreement, no Pledgor (and to the extent that it such shares could have been disposed of by the Corporation to an entity that is unaffiliated with Pledgor and the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge pledge, hypothecate, mortgage, charge and assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(ai) 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 of the Collateral AccountsAccount, including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, arising (including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities Instruments or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement Credit Document to be deposited in such Collateral Account, and all investments and all certificates and other Instruments instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing);
(biii) all Securities of such Pledgor from time to time;
Pledgor’s (cx) all Limited Liability Company Interests of such Pledgor from time to time Partnership Interest and all of its such Pledgor’s right, title and interest in each limited liability company to which Pledged Partnership and (y) Membership Interest and all of such Pledgor’s right, title and interest in each such interest relatesPledged LLC, whether now existing or hereafter acquired, in each case including, without limitation:
(Aa) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company InterestsPartnership Interest and/or Membership Interest;
(Bb) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interestssuch 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;
(Cc) all of its claims, rights, powers, privileges, authority, options, security interestsinterest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company InterestsPartnership Interest and/or Membership Interest;
(Dd) all present and future claims, if any, of such the Pledgor against any such limited liability company Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(Ee) all of such Pledgor's ’s rights under any partnership agreement or 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 Intereststhe Partnership Interest and/or Membership Interest, including any power to terminate, cancel or modify any partnership agreement or 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 any Partnership Interest or Membership Interest and any such limited liability company, Pledged Partnership and any 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 Assetforegoing, 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
(Ff) 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 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;
(eiv) all Security Entitlements of owned by 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
(gv) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) except as otherwise provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 1 contract
Pledge. To secure Subject to the Obligations now last paragraph of Section 3.01(a), as security for the payment or hereafter owed or to be performed by such Pledgorperformance, as the case may be, in full of the Obligations, each Pledgor does hereby grant, pledge (except in the case of ULC Interests) assigns and assign pledges to the Pledgee Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured CreditorsParties, and does hereby create a continuing security interest in favor of grants to the Pledgee Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Creditors inParties, a security interest in all of the such Pledgor’s right, title and interest in in, to and to the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):under:
(a) each of the Collateral Accounts, including Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock shall be listed on Schedule III) and any and all assets of whatever type or kind deposited other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity 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 Collateral AccountEquity 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, existing that constitute Excluded Property or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities otherwise with respect to which the Collateral and Guarantee Requirement or interests therein the other paragraphs of any type or nature deposited or required by Section 5.10 of the Credit Agreement or need not be satisfied by reason of Section 5.10(f) of the Credit Agreement;
(b) (i) the debt securities 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 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 Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receiptsinstruments, if any, evidencing such debt obligations (the “Pledged Debt Securities” and, together with the property described in clauses (b)(i) from time and (ii) above, the “Pledged Debt”); provided that the Pledged Debt shall exclude (1) 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 time representing which the Collateral and Guarantee Requirement or evidencing the sameother paragraphs of Section 5.10 of the Credit Agreement need not be satisfied by reason of Section 5.10(f) of the Credit Agreement;
(c) subject to Section 2.05, and all payments of principal or interest, dividends, interestcash, distributions, cash instruments and other property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or all of upon the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time conversion of, and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled proceeds received 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 the Pledged Stock 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 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 thereofPledged Debt;
(d) subject to Section 2.05, all Partnership Interests rights and privileges of such Pledgor from time with respect to time the Pledged Stock, Pledged Debt and all of its right, title and interest other property referred to in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:clause (c) above; and
(Ae) 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 proceeds 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 (the Pledged Stock, Pledged Debt and other property referred to in clauses (c) through (e) being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together 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 foregoingright, all certificates and instruments representing or evidencing such other property and all cash, securitiestitle, interest, dividendspowers, rights privileges and other property at any time preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and from time to time receivedpermitted assigns, 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 the ratable benefit of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to timeSecured Parties, forever; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything subject, however, to the contrary contained in this Section 3.1terms, (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 covenants 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 Corporationconditions hereinafter set forth.
Appears in 1 contract
Samples: Collateral Agreement (Momentive Performance Materials Inc.)
Pledge. (a) To secure the Obligations now or hereafter owed or to be performed by such Pledgorof the Pledgor and for the purposes set forth in Section 1 hereof, each Pledgor does hereby grant, pledge pledges and assign grants to the Pledgee for the benefit of the Secured Creditors, and does hereby create a first priority continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, Pledgor's Partnership Interest in each Subsidiary Partnership and all of the Pledgor'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 existing or hereafter from time to time acquired (collectively, the Pledgor's Partnership Interest in each Subsidiary Partnership and the following are hereinafter collectively referred to as the "Collateral"):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(Ai) all the capital thereof and its interest in all profits, losses, Limited Liability Company Partnership Assets (as defined below) and other distributions to which such the Pledgor shall at any time be entitled in respect of such Limited Liability Company InterestsPartnership Interest;
(Bii) all other payments due or to become due to such the Pledgor in respect of Limited Liability Company Interestssuch Partnership Interest, whether under any limited liability company agreement Partnership Agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(Ciii) all of its claims, rights, powers, privileges, authority, options, security interestsinterest, liens and remedies, if any, under any limited liability company agreement or operating agreement, Partnership Agreement or at law or otherwise in respect of such Limited Liability Company InterestsPartnership Interest;
(Div) all present and future claims, if any, of such the Pledgor against any such limited liability company Subsidiary Partnership for moneys loaned or advanced, for services rendered or otherwise;
(Ev) all of such the Pledgor's rights under any limited liability company agreement or operating agreement Partnership Agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such the Pledgor relating to such Limited Liability Company InterestsPartnership Interest, including any power to terminate, cancel or modify any limited liability company agreement or operating agreementPartnership Agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such the Pledgor in respect of such Limited Liability Company Interests Partnership Interest and any such limited liability companySubsidiary 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 approvalapproval under such Partnership Agreement, together with full power and authority to demand, receive, enforce, collect collect, or receipt for any of the foregoing or for any Limited Liability Company Partnership Asset, to enforce or execute any checks, checks or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; andforegoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuance of an Event of Default);
(Fvi) 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 foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(Fvii) all other property hereafter delivered in substitution for or in addition to any of the foregoingextent not otherwise included, 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 Proceeds (as hereinafter defined) 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;.
(fb) As used herein, the term "Partnership Assets" shall mean all Financial Assets assets, whether tangible or intangible and Investment Property of such Pledgor from time to time; and
whether real, personal or mixed (g) including, without limitation all Proceeds of any partnership capital and all of the foregoing. Notwithstanding anything to the contrary contained interests in this Section 3.1other partnerships), (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 owned or represented by any Partnership Interest. As used herein, the Voting Stock of any Foreign Corporation and (y) each Pledgor term "Proceeds" 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.mean all "proceeds" as such
Appears in 1 contract
Pledge. To secure As collateral security for the Obligations now or hereafter owed or to be performed by such Pledgorprompt and complete payment of all Obligations, each Pledgor does hereby grant, pledge pledges to Administrative Agent (for its benefit and assign to the Pledgee for the benefit of the Secured CreditorsLenders) its right, title and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, and to all of the issued and outstanding capital stock, limited liability company interests, membership interests, partnership interests, other equity interests and 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 issuance by any such issuer of any additional capital stock, limited liability company interests, membership interests, partnership interests or equity interests now or hereinafter acquired and (ii) in accordance with Section 14) (the "Pledged Interests"), and hereby grants to Administrative Agent a Prior Security Interest on its right, title and interest in and to the followingPledged Interests, whether now existing or hereafter from time the interest thereon and all products, proceeds, substitutions, additions, dividends and other distributions (subject to time acquired the terms of the Credit Agreement) in respect thereof, and all books, records, and papers relating to the foregoing (collectively, all of which are referred to herein as the "Collateral"):
(a) each of the Collateral Accounts). The membership interest certificates, including any and all assets of whatever type limited liability company interest certificates, partnership interest certificates or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all capital stock certificates and other Instruments (including depository receipts, if any) from time to time collectively representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities Pledged Interests now or hereinafter acquired, together with a transfer power in substantially the form of Exhibit B hereto with respect to each such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its rightmembership interest certificate, title and interest in each 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 which each such interest relatesAdministrative Agent (for its benefit and for the benefit of Lenders) contemporaneously with the execution of this Pledge Agreement and promptly following any acquisition of additional membership interests, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remediespartnership interests or shares of capital stock by each Pledgor that is represented by a new membership interest certificate, if any, under any limited liability company agreement interest certificate, partnership interest certificate 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 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 foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (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 Corporationstock certificate.
Appears in 1 contract
Samples: Pledge Agreement (Black Box Corp)
Pledge. To secure As security for the Obligations now indefeasible payment or hereafter owed or to be performed by such Pledgorperformance, as the case may be, in full of the Secured Obligations, each Pledgor does hereby grantpledges, pledge hypothecates, assigns, charges, mortgages, delivers, and assign transfers to the Pledgee Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured CreditorsParties, and does hereby create grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the 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 an Included Entity as of the Restatement Date; (ii) any other Equity Interests owned in the future by such Pledgor and issued by the Borrower, a Subsidiary Loan Party or an Included Entity; (iii) any certificates or other instruments representing all such Equity Interests, if any; (iv) all rights in, to and under each limited liability operating agreement, limited liability company agreement, bylaws and each other organizational document of each Pledged Interests Issuer; and (v) to the followingextent any Pledged Interest Issuer is a limited liability company or a limited partnership, whether now existing as a member or hereafter from time to time acquired partner, as applicable, of such Pledged Interest Issuer (collectively, the "Collateral"):
each subpart of clause (a), the “Pledged Stock”); provided that Pledged Stock shall include the interests listed on Schedule I; (b) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitationsubject to Section 3.07, all Financial Assetspayments of principal or interest, Investment PropertyDividends, moneysDistributions, checkscash, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates instruments and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property Property from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all of other proceeds received in respect of, the foregoing;
(b) all Securities of such Pledgor from time to time;
Pledged Stock; (c) all Limited Liability Company Interests rights and privileges of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, any nature (including, without limitation:
(A) all , the capital thereof and its interest right to vote, take actions or consent to actions in all profitsaccordance with any limited liability operating agreement, 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 , bylaws or otherwiseother organizational document of a Pledged Interests Issuer, whether as contractual obligations, damages, insurance proceeds or otherwise;
(Cand to participate in the operation of any Pledged Interests Issuer) 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;
with respect to the Pledged Stock; (Ed) 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 General Intangibles 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 arising out 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
and (Fe) all other property hereafter delivered in substitution for or in addition to any proceeds 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 (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all 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 foregoingright, all certificates and instruments representing or evidencing such other property and all cash, securitiestitle, interest, dividendspowers, rights 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 property at any time and from time to time receivedSecured Party to, receivable or otherwise distributed in respect of or in exchange for any way alter or all thereof;
(e) all Security Entitlements modify, any obligation or liability of such any Pledgor from time with respect to time in any and all or arising out 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 foregoingPledged Collateral. Notwithstanding anything to the contrary contained in this Section 3.1Agreement, (xa) except as otherwise provided 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 8.12 4.01) in, and “Pledged Collateral” 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 AgreementAgreement and (c) other than as required pursuant to Section 3.02(d) hereof, 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 Grantor shall be required to take any action with respect to the perfection of 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 pledge hereunder 100% of any Non-Voting Stock at any time pursuant to this Agreement and from time (ii) all Equity Interests issued by an Included Entity and held by a Pledgor shall be subject to time acquired by such Pledgor of any Foreign Corporationa pledge pursuant to this Agreement.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Summit Midstream Partners, LP)
Pledge. To secure As collateral security for all of the Obligations now or hereafter owed or to be performed by such Pledgor(as defined in the Guaranty), each the Pledgor does hereby grant, pledge pledges and assign assigns and grants to the Pledgee Pledgee, for the benefit of the Secured CreditorsBuyers, a continuing first priority perfected security interest in, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors infirst lien on, all of the his right, title and interest in and to the following, whether now existing or hereafter from time to time acquired following (collectively, the "“Pledged Collateral"”):
(a) each [REQUIRES COMPLETION] shares of common stock of its subsidiary, Fan Pass, Inc. owned by the Collateral AccountsPledgor, including 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 assets future, issued and outstanding shares of whatever type capital stock, or kind deposited by such Pledgor in such Collateral Accountother equity or investment securities of, or partnership, membership, or joint venture interests in, Fan Pass, Inc., whether now owned or hereafter acquiredacquired by the Pledgor and whether or not evidenced or represented by any stock certificate, existing certificated security or arisingother instrument, including, without limitationtogether with the certificates representing such equity interests, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates options and other Instruments (including depository receiptsrights, if any) from time to time representing contractual or evidencing the sameotherwise, in respect thereof and all dividends, interest, distributions, cash cash, 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 in respect of or in exchange for any or all of the foregoing;foregoing and all cash and noncash proceeds thereof (collectively, the “Pledged Shares”),
(b) all Securities present and future increases, profits, combinations, reclassifications, and substitutes and replacements for all or part of such Pledgor from time to timethe foregoing Pledged Collateral heretofore described;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its rightinvestment property, title and interest in each limited liability company to which each such interest relatesfinancial assets, whether now existing or hereafter acquiredsecurities, includingcapital stock, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security equity interests, liens stock options and remediescommodity contracts of the Pledgor, if anyall notes, under any limited liability company agreement debentures, bonds, promissory notes or operating agreementother evidences of indebtedness payable or owing to the Pledgor, 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 any of such Pledgor in assets now or hereafter received or receivable with 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 thereofPledged Collateral heretofore described;
(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 securities entitlements of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to timeforegoing Pledged Collateral heretofore described; and
(ge) all Proceeds proceeds (including proceeds of proceeds) of any and all of the foregoingforegoing 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). Notwithstanding anything All of the 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 contrary contained Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Shares, the Pledgor shall execute an Addendum in this Section 3.1, the form of Exhibit B attached hereto (x) except as otherwise provided a “Pledge Addendum”). Any Pledged Collateral described in Section 8.12 a 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 Credit Agreement, no Pledgor (to certificates representing the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at Pledged Shares and 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 Corporationadditional Pledged Collateral.
Appears in 1 contract
Samples: Pledge Agreement (Friendable, Inc.)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such PledgorPledgor (but subject to the proviso at the end of this Section 3.1, each Pledgor does hereby grant, grant and pledge and assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of owned or held by such Pledgor from time to timetime and all options and warrants owned by such Pledgor from time to time to purchase Securities, together with all rights, privileges, authority and powers of such Pledgor relating to such Securities in each such issuer or under any organizational document of each such issuer, and the certificates, instruments and agreements representing such Securities and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Securities;
(c) all Limited Liability Company Interests of 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 Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the its capital thereof 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 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 monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company AssetAsset of such limited liability company, 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 thereofof the foregoing;
(d) all Partnership Interests of owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the its capital thereof 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 moneys monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's ’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)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 thereofof the foregoing;
(e) all Securities Accounts, Financial Assets and Investment Property owned by such Pledgor from time to time;
(f) all Security Entitlements of owned by 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, ; provided that (i) (x) except as otherwise provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it such pledge is the Borrower or to secure a Domestic Pledgor’s guaranty of a Canadian Credit Party’s Obligations, no Voting Equity Interests of any Foreign Subsidiary of the Borrower) shall be required at any time to pledge hereunder 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 any 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 Corporation 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 any the Non-Voting Stock 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 Corporationforeign 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. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee As security for the benefit full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all Obligations arising under the Secured CreditorsLoan Documents, together with, without limitation, the prompt payment of all of Lender’s Expenses, Pledgor hereby pledges to Lender, and does hereby create grants to Lender a continuing security interest in favor all of the Pledgee for following (collectively, the benefit of “Pledged Collateral”), except as specifically provided in Section 6, below:
(i) the Secured Creditors inPledged Interests owned or held by Pledgor and the certificates representing such Pledged Interests, including without limitation, all of the Pledgor’s right, title and interest in 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 member of each Company including, without limitation, rights to reports, accounting, information and voting to the followingextent permitted by law, in each case whether now presently existing or hereafter arising;
(ii) all voting trust certificates held by Pledgor evidencing the right to vote any Pledged Interests subject to any voting trust; and
(iii) all additional shares or other equity interests and voting trust certificates from time to time acquired by Pledgor in any manner (collectively, the "Collateral"):
(a) each which additional shares or other equity interests shall be deemed to be part of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral AccountPledged Interests), and all investments and all the certificates and representing such additional shares or other Instruments (including depository receipts, if any) from time to time representing or evidencing the sameequity interests, and all dividends, interest, distributions, cash cash, instruments, and other property or proceeds from time to time received, receivable receivable, or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to 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, shares 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 equity 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 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 1 contract
Samples: Pledge Agreement (Cepton, Inc.)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such PledgorPledgor (but subject to the proviso at the end of this Section 3.1), each Pledgor does hereby grant, grant and pledge and assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the "“Collateral"”):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneysmonies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of owned or held by such Pledgor from time to timetime and all options and warrants owned by such Pledgor from time to time to purchase Securities, together with NEWYORK 9251668 (2K) all rights, privileges, authority and powers of such Pledgor relating to such Securities in each such issuer or under any organizational document of each such issuer, and the certificates, instruments and agreements representing such Securities and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Securities;
(c) all Limited Liability Company Interests of 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 Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:
(A) all the its capital thereof 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 otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens 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 monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's ’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company AssetAsset of such limited liability company, 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; andand 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 thereofof the foregoing;
(d) all Partnership Interests of owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:
(A) all the its capital thereof 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 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 monies loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's ’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)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;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 of owned by 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, ; provided that (i) (x) except as otherwise provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it such pledge is the Borrower or to secure a Domestic Pledgor’s guaranty of a Canadian Credit Party’s Obligations, no Voting Equity Interests of any Foreign Subsidiary of the Borrower) shall be required at any time to pledge hereunder which represents more than 6566% 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 any 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 Corporation 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 any the Non-Voting Stock 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 Corporationforeign 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. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee As security for the benefit full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all Obligations arising under the Secured CreditorsLoan Documents, together with, without limitation, the prompt payment of all of Lender’s Expenses, Pledgor hereby pledges to Lender, and does hereby create grants to Lender a continuing security interest in favor all of the Pledgee for following (collectively, the benefit of “Pledged Collateral”), except as specifically provided in Section 6, below:
(i) the Secured Creditors inPledged Interests owned or held by Pledgor and the certificates representing such Pledged Interests, including without limitation, all of the Pledgor’s right, title and interest in 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 member of each Company including, without limitation, rights to reports, accounting, information and voting to the followingextent permitted by law, in each case whether now presently existing or hereafter arising; Pledge Agreement – Cepton
(ii) all voting trust certificates held by Pledgor evidencing the right to vote any Pledged Interests subject to any voting trust; and
(iii) all additional shares or other equity interests and voting trust certificates from time to time acquired by Pledgor in any manner (collectively, the "Collateral"):
(a) each which additional shares or other equity interests shall be deemed to be part of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral AccountPledged Interests), and all investments and all the certificates and representing such additional shares or other Instruments (including depository receipts, if any) from time to time representing or evidencing the sameequity interests, and all dividends, interest, distributions, cash cash, instruments, and other property or proceeds from time to time received, receivable receivable, or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to 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, shares 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 equity 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 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 1 contract
Samples: Pledge Agreement (Growth Capital Acquisition Corp.)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each The Pledgor does hereby grant, pledge and assign to the Pledgee agrees as follows:
a) As collateral security for the benefit due payment and performance of all indebtedness and other liabilities and obligations of the Secured CreditorsPledgor under, arising out of, or in any way connected with the Note and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors inall instruments, all of the rightagreements and documents executed, title issued and interest in and to the followingdelivered pursuant thereto, including, without limitation, this Agreement, whether now existing or hereafter from time arising (all hereinafter referred to time acquired (collectivelycollectively as the "Obligations"), the "Collateral"):Pledgor hereby pledges, assigns, hypothecates, delivers and sets over to the Secured Party all the Pledged Stock owned by the Pledgor, and hereby grants to the Secured Party a first lien and security interest in all the Pledged Stock and in the proceeds thereof.
b) If the Pledgor shall become entitled to receive or shall receive any stock certificate (a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assetsany certificate representing a stock dividend or a distribution in connection with any reclassification, Investment Propertyincrease or reduction of capital), moneysoption or rights, checkswhether as an addition to, draftsin substitution of, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all shares of the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its rightPledged Stock, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such the Pledgor against shall accept any such limited liability company instruments as the Secured Party's agent, shall hold them in trust for moneys loaned or advancedthe Secured Party, for services rendered or otherwise;
(E) all of such and shall deliver them forthwith to the Secured Party in the exact form received, with 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 such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreementendorsement when necessary and/or appropriate stock powers duly executed in blank, to execute 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 instruments and to take any and all other action on behalf Event of and Default defined or specified in the name of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability companyNote, to make determinationsthe Secured Party or his nominee may, 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 other rights the foregoing, all certificates Secured Party may possess in such event 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, consentexercise the right to receive dividends payable thereon, amendmentthe right to exchange, waiver or approvalat its discretion, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets Pledged Stock 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 Investment Property of such Pledgor from time in connection therewith, to time; and
(g) all Proceeds of deposit and deliver any and all of the foregoing. Notwithstanding anything 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 contrary contained in this Section 3.1, (xSecured Party to be held by the Secured Party as additional security hereunder until applied to the Obligations.
e) except as otherwise provided in Section 8.12 In the event of the Credit Agreementoccurrence and continuation of any Event of Default defined or specified in the Note, no 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 that it is permitted by law, hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Borrower Pledged Stock, or a Domestic Subsidiary 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 Borrower) shall be required Secured Party's offices or elsewhere at such prices and on such terms (including, without limitation, a requirement, if necessary under applicable securities laws, that any time to pledge hereunder more than 65% purchaser of all or any part of the Voting Pledged Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% purchase the Pledged Stock for investment and without any intention to make a distribution thereof) as shall be commercially reasonable, for cash or on credit or for future delivery without assumption of any Non-Voting 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 at any time and from time to time acquired by such Pledgor so sold, free of any Foreign Corporationright in the Pledgor, which right is hereby expressly waived and released.
f) The proceeds of any collection, recovery, receipt, appropriation, realization or sale as aforesaid, shall be applied as follows:
Appears in 1 contract
Samples: Pledge Agreement (Digital Creative Development Corp)
Pledge. To secure As collateral security for the Obligations now or hereafter owed or due and punctual performance of the Mandatory Redemption Obligation, subject to be performed by such the terms and conditions of that certain Subordination Agreement dated as of the date hereof (the "Subordination Agreement") among Pledgor, each Pledgor does hereby grantPledgee and PNC Bank, pledge National Association (the "Agent"), in its capacity as administrative and assign to collateral agent under that certain Revolving Credit and Security Agreement dated March 14, 2000, as amended, among Agent, the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the right, title and interest in and to the following, whether now existing or hereafter various lenders from time to time acquired a party thereto, Pledgor and the various other borrowers thereunder, as the same may hereafter be amended, superseded or replaced (collectively, the "CollateralPNC Credit Agreement"):), and all related waivers and consents, pursuant to which Pledgee has agreed to subordinate its security interest in the Collateral to the security interest of the Agent and the other lenders party to the PNC Credit Agreement, Pledgor hereby pledges, hypothecates, transfers, sets over, delivers and assigns unto Pledgee, and hereby grants Pledgee a security interest in the following:
(a) each of the Collateral AccountsStock and the certificates representing the Stock, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to 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 securities and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for all or 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 portion 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)Stock; and
(Fb) all other property 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 other property and securities, together with all interest, cash, securities, interest, dividends, rights 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 on conversion of any or all thereof;
thereof (e) all Security Entitlements such Stock, indebtedness, shares, certificates, interest, cash, securities, proceeds and other property received, receivable or otherwise distributed in respect of such Pledgor from time 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 time in any the terms, covenants and all conditions hereinafter set forth and the terms, covenants and conditions 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 Subordination Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgorprompt and complete payment and performance of the Liabilities when due and, as applicable, the obligations of any Pledgee under any guaranty thereof, each Pledgor does hereby grantpledges, pledge hypothecates, assigns, transfers, sets over and assign delivers unto the Pledgee and grants to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing security interest in favor and to the following (hereinafter collectively called the "Collateral"):
(a) all of the Pledgee for the benefit Ownership Interests now held and hereafter acquired by such Pledgor in any of the Secured Creditors inPledgors, and each of their respective Subsidiaries (other than current and future Subsidiaries of VSK Electronics), at any time, including, without limitation, those Ownership Interests set forth on Schedule 2(a) attached hereto, and any certificates representing such Ownership Interests, all of the right, title and interest of such Pledgor in, to and under its respective percentage interest, shares or units as an owner of any of the Pledgors, and each of their respective Subsidiaries (other than current and future Subsidiaries of VSK Electronics), and all investment property in respect of such Ownership Interests, including, without limitation, such Pledgor's interests in (or allocations of) the profits, losses, income, gains, deductions, credits or similar items of any of the Pledgors, or any of their respective Subsidiaries (other than current and future Subsidiaries of VSK Electronics), and the right to receive dividends or distributions of any of the followingPledgors, or any of their respective Subsidiaries (other than current and future Subsidiaries of VSK Electronics), cash, other property, assets, and all options and warrants for the purchase of Ownership Interests, all of such Pledgor's rights, title and interests to receive payments of principal and interest on any loans and/or other extensions of credit made by such Pledgor or its affiliates to such Pledgors, all of such Pledgor's voting rights, whether now existing or hereafter from time to time acquired (collectivelyarising, whether arising under the terms of the articles, bylaws, the "Collateral"):
(a) each certificate of formation, the limited liability company agreement or any of the Collateral Accountsother organization documents of the Pledgors, including at law or in equity, or otherwise and any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Accountthe proceeds thereof (all of said Ownership Interests, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by certificates and warrants being hereinafter collectively referred to as the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account"Pledged Interests"), and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of of, or in exchange for for, any or all of the foregoingPledged Interests;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to 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 to the Pledgee by such Pledgor 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 foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(Fc) all other property hereafter delivered in substitution for or in addition to any products and proceeds 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) ; TO HAVE AND TO HOLD the Collateral, together with all Financial Assets rights, titles, interests, privileges and Investment Property of such preferences appertaining or incidental thereto, unto the Pledgee forever, subject, however, to the terms, covenants and conditions hereafter set forth. Notwithstanding the foregoing to the contrary, each Pledgor hereby agrees to execute and deliver or cause its Subsidiaries to execute and deliver, to Pledgee, upon its request from time to time; and
, (gi) all Proceeds a separate Share Pledge Agreement in the form attached as Exhibit 5B to the Loan Agreement with respect to the pledge of shares 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 BorrowerCompany that is a Belgian company (other than current and future Subsidiaries of VSK Electronics) shall be required at (each, a "Belgian Share Pledge Agreement") and (ii) a separate Deed of Charge over Shares in a form acceptable to Pledgee with respect to the pledge of shares of any time to pledge hereunder more than 65% Subsidiary of the Voting Stock Company that is a company formed under the laws of England and Wales (each, a "UK Share Pledge Agreement"). In the case of any Foreign Corporation conflict between this Agreement and (y) each Pledgor any such Belgian Share Pledge Agreement or UK Share Pledge Agreement, the provisions of such Belgian Share Pledge Agreement or UK Share Pledge Agreement, as applicable, shall be required to pledge hereunder 100% take priority over the provisions of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporationthis Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Allied Defense Group Inc)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgorand for the purposes set forth in section 1, each Pledgor does hereby grant, pledge pledges and assign grants to the Pledgee for the benefit of the Secured Creditors, and does hereby create a first priority continuing security interest in favor in, and as part of such grant and pledge, hereby transfers and assigns to the Pledgee for the benefit of the Secured Creditors in, all of the right, title and interest in and to the following, following whether now existing or hereafter from time to time acquired (collectively, the "CollateralCOLLATERAL"):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments Pledgor's (including depository receipts, if anyx) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time Partnership Interest and all of its such Pledgor's right, title and interest in each limited liability company to which Pledged Partnership and (y) Membership Interest and all of such Pledgor's right, title and interest in each such interest relatesPledged LLC, whether now existing or hereafter acquired, in each case including, without limitation:
(Ai) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company InterestsPartnership Interest and/or Membership Interest;
(Bii) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interestssuch 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;
(Ciii) all of its claims, rights, rights powers, privileges, authority, options, options security interestsinterest, liens and remedies, if any, under any partnership agreement or limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company InterestsPartnership Interest and/or Membership Interest;
(Div) all present and future claims, claims if any, of such the Pledgor against any such limited liability company Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(Ev) 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 Limited Liability Company Interests, the Partnership Interest and/or Membership Interest including any power to terminate, cancel or modify any partnership agreement or 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 the Partnership Interest and any such limited liability companyPledged Partnership and the Membership Interest or any 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 Assetforegoing, 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;
(Fvi) 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 foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(Fvii) all other property hereafter delivered in substitution for or in addition to any of the foregoingextent not otherwise included, 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 proceeds 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;
(fb) all Financial Assets and Investment Property of Securities owned by such Pledgor from time on the date hereof, if any, and such Pledgor hereby pledges and deposits as security with the Pledgee and delivers to timethe 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
(gc) all Proceeds of any such Pledgor's right, title and interest in and to such Securities (and in and to all of the foregoing. Notwithstanding anything certificates or instruments evidencing such Securities), which such Pledgor hereby assigns, transfers, hypothecates, mortgages, charges and sets over to the contrary contained Pledgee, to be held by the Pledgee, upon the terms and conditions set forth in this Section 3.1, (x) except as otherwise provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or to be performed by such PledgorThe Pledgor hereby grants, each Pledgor does hereby grantpledges, pledge assigns and assign ------ transfers to the Pledgee Trustee, for the Trustee's individual benefit and the ratable benefit of the Secured CreditorsHolders, as security for the prompt and does hereby create complete payment and performance when due (whether at stated maturity, upon redemption or required repurchase, by acceleration or otherwise) of all the Obligations, a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, and lien on all of the right, title and interest of the Pledgor in, to and under the following shares, indebtedness and other personal property, in and to each case wherever located, whether now owned or at any time hereafter acquired by the followingPledgor, whether now existing or hereafter from coming into existence, or in which the Pledgor now has or at any time to time acquired in the future may acquire any right, title or interest (collectively, the "Collateral"):
(a) each the Pledged Shares, all options, warrants or other rights for the purchase of the Collateral Accounts, including any and all assets capital stock of whatever type or kind deposited by such Pledgor in such Collateral Account, whether any issuer of Pledged Shares now owned or hereafter acquiredacquired by or held in the name of the Pledgor, existing and any and all certificates or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities instruments now or interests therein hereafter evidencing any of any type or nature deposited or required by the Credit Agreement or any other Secured foregoing;
(b) the Pledged Debt Agreement to be deposited in such Collateral Accountand the instruments evidencing the Pledged Debt, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributionscash, cash instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of such Pledgor from time to timePledged Debt;
(c) all Limited Liability Company Interests additional shares of such stock of any issuer of the Pledged Shares or of any other Subsidiary of the Pledgor from time to time and acquired by the Pledgor in any manner (all of its rightwhich additional shares shall, title immediately and interest in each limited liability company to which each automatically upon such interest relatesacquisition, whether now existing or hereafter acquiredbe Pledged Shares), including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to 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) certificates or option instruments now 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 hereafter evidencing any of the foregoing; and;
(Fd) all other property hereafter delivered in substitution for or in addition additional indebtedness from time to any of time owed to the foregoing, all certificates Pledgor and the instruments representing or evidencing such other property indebtedness (all of which additional indebtedness shall, immediately and automatically upon its creation, be Pledged Debt), and all interest, cash, securities, interest, dividends, rights instruments 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 thereofof such indebtedness;
(de) 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 voting rights in respect of such Partnership Intereststhe Pledged Shares;
(Bf) 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, securitiesdividends, interest, dividendscash, instruments, securities and other rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of of, or issued in exchange for 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 cash and all non-cash proceeds of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) except as otherwise provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.;
Appears in 1 contract
Samples: Issuer Pledge Agreement (Isle of Capri Black Hawk Capital Corp)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such 2.1 The Pledgor, each Pledgor does hereby grantcomprised of Shareholder A and Shareholder B, pledge and assign pledges to the Pledgee for their respective equity interests (the benefit 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) in the Operation Company to guarantee complete and full satisfaction by the Operation Company of the Secured Creditors, aforesaid rights and does hereby create a continuing security interest in favor interests of the Pledgee for under the benefit Service Agreement and the Option Agreement. The Pledge Right refers to the right of the Secured Creditors inPledgee to have its claims satisfied, all in priority to others, with the estimated price of the right, title Equity Interest pledged by the Pledgor 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 interest in and to Shareholder B has obtained the following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) each consent of the Collateral Accounts, including any and all assets other party (shareholder) to its pledge with the Pledgee of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and equity interest in each limited liability company the Operation Company that it now owns or may own in the future and such other party(shareholder) has unconditionally waived its right of first refusal with respect to such 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 connection with, any diminution of the value of the pledged Equity Interest, unless 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, where the Equity Interest is likely to suffer any evident diminution in value, which each such interest relatesis sufficient to endanger the rights of the Pledgee, 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 Pledgee may 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 Intereststime, 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 Shareholder A and/or Shareholder B, auction or sell the pledged Equity Interest, and in may afterwards, subject to agreement with Shareholder A and/or Shareholder B, either apply the name of any of proceeds from 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) auction 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 foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds 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 foregoingPledgee (All costs and expenses arising in 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 undistributed profit). Notwithstanding anything Any increase in the capital contribution by Shareholder A and/or Shareholder B to the contrary contained Operation Company resulting from any capital increase effected by Shareholder A and/or Shareholder B in this Section 3.1, (x) except as otherwise provided in Section 8.12 respect of the Credit Agreement, no Pledgor (Operation Company shall also become part of the Equity Interest subject 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 CorporationPledge hereunder.
Appears in 1 contract
Pledge. To secure As security for the Obligations now payment or hereafter owed or to be performed by such Pledgorperformance, each as the case may be, in full of the Secured Obligations, the Pledgor does hereby granttransfers, pledge grants, bargains, sells, conveys, hypothecates, pledges sets over and assign to delivers unto the Pledgee Collateral Agent, its successors and assigns, for its own benefit and the benefit of the Secured Creditorsother Credit Parties, and does hereby create a continuing security interest in favor of grants to the Pledgee Collateral Agent, its successors and assigns, for its own benefit and the benefit of the Secured Creditors inother Credit Parties, a security interest in all of the Pledgor’s right, title and interest in, to and under:
2.1 all shares of capital stock, limited liability company membership interests and other Equity Interests owned by the Pledgor, including in each entity designated as an “Issuer” on Schedule I hereto, and any shares of capital stock, limited liability company membership interests or other Equity Interests obtained in the future by the Pledgor, and the stock certificates or other security certificates (as defined in the UCC) representing all such shares, membership interests or other Equity Interests; provided that no shares of capital stock, limited liability company membership interests or other Equity Interests with respect to any CFC shall be now or hereafter required to be pledged hereunder by the Pledgor (the “Pledged Securities”);
2.2 all other Investment Property that may be delivered to, and held by, the Collateral Agent pursuant to the followingterms hereof;
2.3 subject to Section 6, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interestcash, distributions, cash instruments and other property from time to time received, receivable or otherwise distributed or distributable, in respect of of, or in exchange for any or for, the Pledged Securities and other Investment Property referred to in clauses 2.1 and 2.2 above;
2.4 subject to Section 6, all rights and privileges of the foregoing;
(b) all Pledgor with respect to the Pledged Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions Investment Property referred 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 Interestsclauses 2.1, whether under any limited liability company agreement or otherwise2.2, 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 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 foregoing2.3 above; and
(F) 2.5 all other property hereafter delivered in substitution for or in addition to any proceeds 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 (the items referred to in clauses 2.1 through 2.4 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 its own benefit and the benefit of the other Credit Parties, until (i) the Commitments have expired or been terminated, (ii) all of the foregoing rights only Secured Obligations have been paid in full in cash or otherwise satisfied, (iii) all L/C Obligations have been reduced to zero (or fully cash collateralized in a manner reasonably satisfactory to the L/C Issuer and the Administrative Agent), 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 securities now or hereafter included in the Pledged Securities shall be exercisable upon accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the occurrence Collateral Agent and during by such other instruments and documents as the continuation of an Event of Default); and
Collateral Agent may reasonably request, and (Fb) all other property hereafter delivered in substitution for or in addition to any Investment Property comprising part of the foregoing, all certificates Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor 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 instruments or otherwise distributed in respect documents as the Collateral Agent may reasonably request. Each delivery 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) Pledged Securities shall be required at any time to pledge hereunder more than 65% of accompanied by a schedule describing the Voting Stock of any Foreign Corporation Pledged Securities theretofore and (y) each Pledgor then being pledged hereunder, which schedule shall be required to pledge hereunder 100% of attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporationprior schedules so delivered.
Appears in 1 contract
Samples: Pledge Agreement (Cost Plus Inc/Ca/)
Pledge. To secure the Obligations now or hereafter owed or Each Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to be performed by such PledgorPledgee, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors infollowing assets, all of the right, title properties and interest in and to the following, items ((i) whether now existing or hereafter from time to time acquired existing, and (collectivelyii) 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"):
”)): (ai) all of such Pledgor’s equity 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 Collateral Accounts, including any and all assets equity in such Foreign Issuer if a guarantee of whatever type or kind deposited the Obligations by such Pledgor in issuer would not have an adverse U.S. Federal income tax consequence to such Collateral AccountPledgor, whether now owned or hereafter acquired, existing or arisingacquired by such Pledgor, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
Pledgor’s (A) all interests in the capital thereof profits and its interest in all profitslosses of each such issuer, 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 rights and interests to become due to receive distributions of each 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;
issuer’s assets and properties and (C) all of its claims, rights, powers, privileges, authority, options, security rights and interests, liens and remedies, if any, under any to participate in the management of each such issuer related to such equity interests (collectively, the “Pledged Interests”), (ii) all rights, privileges, authority and powers of such Pledgor as an owner or holder of the limited liability company agreement or operating agreement, membership interests or at law or otherwise in respect units of such Limited Liability Company Interests;
(D) all present and future claims, if any, issuers/Pledgors as owners of such Pledgor against any such limited liability company for moneys loaned or advancedissuers, 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 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
(Fiii) all other property hereafter delivered to, or in the possession or in the custody of, Pledgee in substitution for or in addition to the Pledged Interests, (iv) 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 partnershipconnection with the Pledged Interests, to make determinationsas described in Section 4 below, to exercise any election (including, but not limited now or hereafter delivered to, election or in the possession or custody of remediesPledgor, and (v) 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 all proceeds of the foregoing 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 for any Partnership Assetotherwise) of all the Obligations; and
(b) the due and punctual payment and performance by each Pledgor of its obligations and liabilities under, to enforce arising out of 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 this Agreement; (with all of the foregoing rights only being referred to be exercisable upon hereinafter collectively as the occurrence and during the continuation of an Event of Default“Liabilities”); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) except as otherwise provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 1 contract
Samples: Pledge Agreement (Global Telecom & Technology, Inc.)
Pledge. (a) To secure the Obligations now or hereafter owed or of such Pledgor and for the purposes set forth in Section 1 hereof, each Pledgor hereby (i) grants to be performed the Pledgee a security interest in all of the Collateral owned by such Pledgor, each (ii) pledges and deposits as security with the Pledgee, the Securities owned by such Pledgor does hereby granton the date hereof, pledge and assign delivers to the Pledgee for certificates or instruments therefor, duly endorsed in blank by such Pledgor in the benefit 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 Secured Creditorspledge 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, charges and does hereby create sets over to the Pledgee a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the such Pledgor's right, title and interest in and to such Securities (and in and to the followingcertificates or instruments evidencing such Securities), whether now existing or hereafter from time to time acquired (collectively, the "Collateral"):
(a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required be held by the Credit Pledgee upon the terms and conditions set forth in this Agreement and (iv) transfers and assigns to the Pledgee such Pledgor's Partnership Interests (and delivers any certificates or any other Secured Debt Agreement to be deposited instruments evidencing such partnership interests, duly endorsed in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if anyblank) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its such Pledgor's right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, Pledged Partnership including, without limitation:
(Ai) all of the capital thereof and its interest in all profits, losses, Limited Liability Company Partnership Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of any such Limited Liability Company InterestsCollateral;
(Bii) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interestsany such Collateral, whether under any limited liability company 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 limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(Div) all present and future claims, if any, of such Pledgor against any such limited liability company Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise;
(Ev) all of such Pledgor's rights under any limited liability company agreement or operating partnership 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 Interestsany Partnership Interest, including any power power, if any, to terminate, cancel or modify any general or limited liability company agreement or operating partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interests Partnership Interest and any such limited liability companyPledged 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 collect, or receipt for any of the foregoing or for any Limited Liability Company 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;
(Fvi) 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
(dvii) to the extent not otherwise included, all Partnership Interests proceeds of such Pledgor from time to time and any or all of its rightthe foregoing.
(b) As used herein, title and interest in each partnership to which each such interest relatesthe term "Partnership Assets" shall mean all assets, whether now existing tangible or hereafter acquiredintangible and whether real, personal or mixed (including, without limitation:
(A) , all the partnership capital thereof and its interest interests in all profitsother partnerships), losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such owned by any Pledged 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 represented by any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (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 CorporationInterest.
Appears in 1 contract
Samples: Credit Agreement (Doubletree Corp)
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Each Sponsor Pledgor does hereby grant, pledge and assign pledges to the Pledgee Collateral Agent for its benefit and for the ratable benefit of the Holders of Bonds, and grants to the Collateral Agent for its benefit, for the benefit of the Secured CreditorsTrustee and the ratable benefit of the Holders of Bonds, and does hereby create a continuing perfected first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the its right, title and interest now owned or thereafter acquired in and to the following, whether now existing or hereafter from time to time acquired following (collectively, the "Pledged Collateral"):
(a) each the Pledged Shares and the certificates representing the Pledged Shares, and all products and proceeds of any of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arisingPledged Shares, including, without limitation, all Financial Assetsdividends, Investment Propertycash, moneysoptions, checkswarrants, draftsrights, Instrumentsinstruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates subscriptions and other Instruments (including depository receipts, if any) property or proceeds from time to time representing received, receivable or evidencing otherwise distributed in respect of or in exchange for any or all of the samePledged Shares or any of the foregoing; and
(b) the Pledged Partnership Interests, and all products and proceeds of any of the Pledged Partnership Interests, including, without limitation, all dividends, interestcash, distributionsrights, cash 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 Partnership Interests or any of the foregoing including distributions of "Cash Flow" (as defined in the NE LP Partnership Agreement); and
(c) all additional shares of, and all securities convertible into and all warrants, options or other rights to purchase, Capital Stock of, or other Equity Interests in, the Owned Entities from time to time acquired by each Sponsor Pledgor in any manner, and the certificates, if any, representing such additional shares and Equity Interests (any such additional shares and Equity Interests and other items shall constitute part of the Pledged Shares or the Pledged Partnership Interests, as applicable, under and as defined in this Agreement), and all products and proceeds of any of the foregoing, including, without limitation, all dividends, cash, options, warrants, rights, instruments, subscriptions, 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 foregoing;
(b) all Securities of such Pledgor from time to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;
(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;
(D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise;
(E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to 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 foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) except as otherwise provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.
Appears in 1 contract
Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does The Pledgors hereby grant, pledge and assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, Parties all of the right, title shares of beneficial interests in each of the Entities comprising Tenant (the “Pledged Interests”) and all other shares of beneficial interest in and to each of the following, whether now existing or hereafter Entities comprising Tenant in which the Pledgors may have rights from time to time acquired (collectively, the "Collateral"):
(a) each and any other securities or other investment property and other collateral of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether Pledgors now owned or hereafter acquiredacquired which under this Agreement are required to be pledged to the Secured Parties, existing and in each case, all certificates representing such Pledged Interests or arisingother 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 the Pledged Interests, together with all proceeds of the foregoing, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interestcash, distributionsnotes, cash and securities or other property from time to time receivedacquired, receivable or otherwise distributed in respect of of, or in exchange for for, the foregoing, (the Pledged Interests and any additional securities or collateral pledged hereunder, collectively, the “Pledged Collateral”), and the Pledgors hereby grant to the Secured Parties a security interest in all of the foregoing;
Pledged Collateral and the proceeds thereof as security for the due and punctual payment and performance of the Secured Obligations (b) all Securities of such Pledgor from time as hereinafter defined). The Pledgors have delivered to time;
(c) all Limited Liability Company Interests of such Pledgor from time to time and deposited with the Secured Parties any and all certificates or other instruments representing the Pledged Collateral and undated trust share powers endorsed in blank, as security for the payment and performance of its rightall of the Secured Obligations. If in the future any Pledgor possesses or controls any other certificates or other instruments representing the Pledged Collateral, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation:
(A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;
(B) all other payments due or immediately and without notice deliver the same 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 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, Secured Parties together with full power undated trust share powers endorsed in blank, as security for the payment and authority to demand, receive, enforce, collect or receipt for any performance 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 foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and
(F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
(e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing;
(f) all Financial Assets and Investment Property of such Pledgor from time to time; and
(g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (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 CorporationSecured Obligations.
Appears in 1 contract
Samples: Pledge of Shares of Beneficial Interest Agreement (Five Star Quality Care Inc)
